Spider-Man Unlimited 2V
by The Whip
Summary: Squeal to Code: Heart. Don't worry that story is being created as we speak. Bits of Angst
1. Chapter 1

(After season 4) (Ulrich, Odd, Yumi, and Aelita clothes from season 3)

Chapter 1: The beginning

It had all gone wrong.

After the Lyoko group shut down the supercomputer thus ridding of XANA, it somehow turn back on by some strange force, despite what Jeremy had thought, it was no ordinary XANA attack. This time the supercomputer had possessed a police officer with a gun. While Ulrich, Yumi, Odd, Spidey and his Pokemon, Riley, Blade Wolf, James Heller, Raiden, Dawn and her Pokemon, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen Tennyson, Rex Salazer, John Cena, AJ Lee, T-Bone, Razor, Zoe in her Kazemon form, and Aelita were on Lyoko trying to deactivate the tower Jeremy was at the computer providing assistance.

As he sat there speaking into the microphone he never even saw the possessed officer as he was shot in the back of the head. His head fell down on the keyboard and soaked it in blood. The others were under fire from enemies and asked Jeremy to help them but there was no response. Yumi, Raiden, and Odd were quickly devirtualized but Spidey and everyone else managed to keep their life points to defend Aelita.

When Odd, Yumi, and Raiden in his Custom Cyborg body with the Murasama Blade like Spideys appeared back in the scanners they went to look for Jeremy because they thought he must be in trouble. They had no idea how right they were. When they made it up the officer was waiting for them but Raiden told Yumi and Odd to hide as Raiden fights with the possessed officer with the gun. Meanwhile back on Lyoko Ulrich and Spidey and everyone else had defeated all of the enemies but couple of them and had cleared enough of a path for Aelita to make it into the tower safely. Sighing in relief they didn't even put up a fight as the crabs devirtualized them three by one in the trio group to the scanners.

When they got out of the scanners they headed up to see if the others were alright and if they needed any help. They were shocked to see the officer fighting against Raiden as he deflects the bullets with his sword. They saw Odd and Yumi hiding in the elevator.

Riley's bark of fury alerted the officer to his presence. The German Shepherd charged at the possessed man. The gun shot a bullet right at Riley only to him dodge it quickly like he has Quick Attack like Pikachu has but it didn't stop him. He bite right down onto the right arm of the officer and drag him to the ground. Ripping his uniform off of his right arm.

The possessed man quickly kicked Riley off and then pointed the gun right between his eyes on his nose. Riley growled deeply but right before the trigger was pulled, Raiden came behind the officer and Raiden slammed the butt of his sword's handle on the abdomen of the officer that attempted to kill him.

With the handle of the blade still on the officer's back, Raiden squeezed the trigger of the sheath that launched the crimson katana from it in a small fiery explosion, knocking the officer off his feet. The officer turns in mid air and aims the gun at Raiden, but then Raiden snatched the handle of the HF Murasama blade in midair and swung it at the officer still in the air, before the officer pulled the trigger he got slicing through him from the right side of his hip to his left shoulder. The XANA sign left the man's eys and he collapsed with the two halfs of his body to the ground. Spidey runs to the computer.

Raiden, seeing his job is done, he then flung the bloodstains off the blade with a flick of his right hand and sheathed the katana with a resounding CLICK.

Spidey could hear Aelita's voice coming from the earpiece. She was trying to tell Jeremy she had deactivated the tower. Gently picking up the body of Jeremy Spidey put him down on the ground with gentleness, crossed both in his arm over the chest, Spidey and the gang of Spidey quickly did a slatuing like soldiers remembering an dear old friend who was now dead, Spidey turned back to the computer, he pressed the enter key. "Return to the past..." He said collapsing to his knees from the stress of lossing his best friend right before the bright white light covered the earth.

Time had reverted to that morning before the attack and reactivating of the supercomputer. Aelita was standing in her usual spot in front of the vending machines where she and her friends always met. But she was worried as none of her friends were there yet. They were all supposed to have been there already execpt for Ulrich, Odd, Yumi, or Spidey and his gang who would show up a minute later.

She could do nothing but bite her lip and look around expectantly until everyone of the Lyoko gang showed up a minute later they were following Spidey, Pikachu, and Beautifly on his head with Riley and Blade Wolf in his full size again, Raiden not in his custom body but in an black jeans, sneakers, t-shirt says "Ladies Man" on it. "Ulrich, Yumi, Odd, Spidey, Riley, Blade Wolf, James, Raiden, Dawn, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen Tennyson, Rex Salazer, John Cena, AJ Lee, Chance, Jake, Zoe, everyone else!" She walked over to them a few feet before they reached the vending machines. "Do you know what happened to Jeremy? The trip back in time should've put him right back here along with the rest of you. Yet I was all alone."

Aelita then got a better looked at Spidey and everyone else while they looked perfectly fine physically she could tell there was something wrong by the looks in their eyes. "Aelita..." John said with his voice was heavy with emotion and nervously pull off his cap and he ran his hand over his buzz cut and then replaced his green usual cap on the head again, a nervous habit of his that he had never been able to shake. "We're sorry..."

"What's wrong everyone?" The pink-haired girl asked worried. "What went wrong? And where's Jeremy?"

At this point Aelita could see actual tear forming in the 18 year old Spidey Parker's eyes. "XANA...he possessed a officer with a gun." Spidey explained. "I-I don't know what happened exactly or everyone else but when we got back he was lying really still. H-He shot him Aelita. I think...we think he's dead."

"No!" Aelita shouted. "That's impossible! All of you must've seen it wrong Spidey! He's not dead! He can't be DEAD!"

"Aelita we saw a hole..." Odd gulped. "We saw a red hole that went through Jeremy's head."

"You're lying!" She screeched covering both ears with her hands. Tears were now running down her face. "All of you are lying to me! Jeremy is alive! He has to be!"

At this point Aelita's screaming and crying was drawing attention from nearby students. The gym teacher and Spidey's fake uncle Jim saw the commotion and jogged over toward them. "Parker! Everyone! Stone! What's going on?"

"Aelita's not feeling well Jim." Yumi quickly answered. "I think we're going to take her to the infimary." Spidey gently grabbed Aelita's wrist and headed toward the nurse's office with everyone else.

Jim was slightly taken back by Yumi's quickly reply and Spidey's action. "Well...okay. But I don't want to hear about any funny business!" He yelled at the group as they hurried off.

Spidey and everyone else of his gang knew now they had no choice but to actually take Aelita to the infirmary as Jim was sure to check later to make sure they had gone. It had been the only idea that Spidey and everyone else could think of and even now they weren't sure what they should do. Spidey didn't know of a way to make Aelita feel better and all he and the gang wanted to do was start crying themselves.

A few minutes later they arrived at the nurse's office. The nurse had only just opened her doors and no one else was inside. She was holding a cup of coffee and yawning when Spidey and everyone else came in pulling Aelita with him and the gang were following them.

"What is it this time Spidey?" She asked. "Not trying to get out of class again are you?" It was then that she noticed Aelita was sobbing.

"It's Aelita." He answered in a hollow voice. "She doesn't feel good. And to be truthfully honest...neither me or the gang." He sat down on the white bed used for sick patients while Riley lay down on the bed with Spidey and Dawn doing the same on Spidey's bed and everyone else on some other beds in the room.

The nurse thought she spotted tears in Spidey and the gang's eyes too before they suddenly turned away. "A-Alright then. All of you may stay."

An hour later Aelita and Spidey and everyone else were still in the nurse's office but Aelita had managed to stop crying. Instead she just sat there cradling her head in her hands making small, indistinguishable sounds. Suddenly the door flew open and Spidey's fake uncle gym teacher Jim rushed inside looking irritated.

He turned to Spidey and the gang and Aelita. "Parker! Stone! Everyone! Where is Jeremy Belpois? He isn't have been to class today. I've already checked his room but none of him was inside. Did he skip and leave campus?"

Gwen Tennyson, who was trying to comfort Aelita, glare at Jim with a fury of rage with the tone from Jim which he back down a bit. Spidey opened his mouth but no words came out. Aelita on the other hand could speak. "He's gone...he's gone!" She kept repeating.

"Gone?" Jim asked. "Gone where?" He leaned in close to Aelita thinking she'd spill any secrets. Spidey and his gang worried what she might tell him in her distressed state so Kevin E. spoke up before that could happen.

"He left...last night." He lied. Jim turned his attention from Aelita and Gwen to Kevin. "He went into the woods late last night. It was a dare, but Aelita and Spidey and everyone else didn't go with them. He said he'd be back in an hour...but he never came back."

"What?!" Jim asked alarmed. "Are you serious?"

Tyson and Kai nodded. "Aelita's been worried over since." Ozuma gulped. "You'll find him won't you Jim?"

"Y'all should've told me or one of the other teachers sooner." Jim gritted his teeth. "Come with me." He told them. "I'll need y'all to tell your story to the principal first."

The gym teacher forced them to come with him to the principal's office. Once there Jim had Spidey and the others repeat their story while Aelita stood there silently. Once Spidey and the gang had finished the principal turned to Aelita. "Is this all true young lady?"

The pink-haired girl turned to Spidey and the gang who gave her a look pleading her to go along with it. She then turned to the principal. "...yes sir. That's what happened."

"Well I understand that your upset but I assure you we will find your friend." The man nodded. He then gave Jim instructions along with some of the other teachers and made some phone calls. Turning back to the group he felt a twinge of pity. "Mr. Parker, why don't you take misses Stone back to her room for today? She seems rather upset."

Spidey and the gang nodded. "Yes sir." Grabbing Aelita by the hand Spidey took her out of the principal's office as quick as he could with his gang, Odd, Yumi, and Ulrich also. When they were outside Aelita pulled her hand away.

"I don't want to go to my room!" She told them. "I need to go to Jeremy's room. He'll be there!" She then made a break for the dormitories.

"Aelita wait!" Both Pikachu and Piplup ran and Beautifly flew after her just as Spidey and the gang ran after her.

She ran into the dorms on the boys' floor and headed for Jeremy's room. Pikachu and Piplup ran after her as Beautifly flew, Spidey and the gang were right behind them when suddenly their path was blocked by Sissy. Spidey and everyone else came to an abrupt halt and barely managed not to crash into her. "Sissy! Get out of the way man!"

"Not so fast everyone!" She crossed her arms over her chest. "The buzz around school is that Jeremy has disappeared and my bet is that y'all know what happened to him. Spill!"

"That's none of your business Sissy, now move already!" They tried to get past her but she spread both her arms out filling the thin hallway and effectively blocking them.

"I'm not giving up that easy. I know you and your little gang are always up to something and this time I went to know what. You're not getting past until you tell me where Jeremy is!" She declared.

Spidey and the gang didn't have the time for this and they were more than a little distraught. Sissy's taunts were only adding anger to that list of emotions. "You want to know where's Jeremy? Well he's DEAD!" James Heller screamed at her.

"D-Dead?" She stuttered out in surprise. By the time she blinked Spidey and everyone else hat sidestepped her and ran after Aelita and the Pokemon.

The pink-haired girl had already reached Jeremy's room along with Pikachu, Piplup, and Beautifly. Spidey and everyone else ran inside and closed the door behind them then turned to see Aelita staring at Jeremy's computer. "He...he's not here."

"Aelita...he's gone."

She suddenly turned to Spidey. "Even his body?"

"If Jeremy died his body wouldn't have returned with us during the return to the past." Spidey explained. "He would've just disappeared."

Aelita wiped a tear from her eye. "How would you even know that?"

"I asked Jeremy about it once." He admitted. "In case the worst situation imaginable happened. But we never imagined it actually would..."

"I-I never even got the chance to say goodbye..." Aelita cried. Suddenly she went over to Jeremy's desk and started pulling open all the drawers. Finding what she was looking for she pulled out a small but sharp blade Jeremy kept. Then she pointed it towards herself.

"AELITA NO!" Spidey pounced on the distressed girl and tried to wrestle the blade out of her hand.

"Let me go Spidey!" She shouted at him. "It's my choice!"

"FREAKIN NO!" Spidey grabbed the blade out of her hand. He toss it to the floor and landed underneath Jeremy's bed. "We can't let you do that Aelita. Jeremy would never forgive us."

Aelita fell to her knees and her small fists pounded the carpeted floor. "You don't understand Spidey! I loved Jeremy! He was my whole world. He brought me back to the real world and did everything he could to take care of me. Without him I'm nothing. I don't want to live when he's dead!"

"But he'd want you to live. I mean you got us to help you." Spidey all but whispered. Still, Aelita heard it. "Jeremy worked tirelessly and did all he could to bring you to the real world and I don't think he'd want you to throw your life away just because he was gone. He'd want you to live. I mean looked at Riley does he want you dead? He's like your best friend besides us." Spidey gestured to Riley who was whimpering and giving her the most sadden puppy eyes ever. Even Pikachu has tears in his eyes even Beautifly.

Aelita turned to look at Riley before back to Spidey and the gang with the most pitful look on her face. "But Spidey...I love him."

Spidey brought her head to rest on his chest and hugged her close. "We know you did Aelita. And he loved you too." And for a while they just stayed like that. Aelita sobbing while Spidey did his best to comfort her and himself. But he knew no words to make her feel better. Even the gang who got into an group with Spidey and Aelita. They could only hold her and wish the pain would stop.

Hours later it was evening and despite their pain all of the Lyoko warriors were hungry after having skipped earlier meals. "We should get something to eat." Ulrich suggested.

Aelita turned away. "I'm not hungry."

Spidey and the gang stood up and stretched just as Blade Wolf shook his body, Pikachu and Beautifly got on Spidey while Piplup was on Dawn's head. "We know, but we have to keep our strength up." Their companion didn't reply but allowed herself to be dragged to the cafeteria by Dawn. On their way there they ran into Jim who in an effort to keep them up to date them that Jeremy had yet to be found but all efforts were being made. Yumi and Madoka thanked him quietly.

Conversation was abuzz in the cafeteria mostly because of the disappearance. Luckily no one approached the group despite them being included in quite a lot of the gossip. Sissy sat at her usual table with Herb and Nicholas. She stared concerned at her love interest Ulrich Stern who is in love with Yumi but they come to their feelings but did not go over to talk to him.

Spidey and everyone were doing their best to eat but Aelita was just staring at her food. Her male companion(Kai) noticed this. "You have to eat something Aelita."

"What difference will it make?" She asked glumly. "We're down without the brains of the computer. In a few day XANA will attack again but there's no way we'll be able to beat him."

"Yeah. You have a point. But don't forget we have some superhero and superhuman with us." Ulrich and Odd gritted their teeth. "But we won't just give in that easily. Not after what XANA did to Jeremy. We'll pay that monster with revenge back if it's the last thing we do." Aelita was curious to observe Spidey clenching his both his gloved fists under the table.

"What are y'all going to do?" She asked.

"You say there we lost the brain to the supercomputer to hold XANA off right?" Aelita nodded at this. "Then I guess we'll need Spidey to do it." The pink-haired girl turned her head to see that Ulrich and the others stared at Spidey who has an smirked on his face.


	2. Chapter 2

Chapter 2: nightmares and beginning of training

Aelita hadn't slept well that night. She spent most of the night tossing and turning. When she finally did get to sleep she awoke only an hour later from a horrific nightmare where in she had chased after Jeremy throughout Lyoko only to watch him be divirtualized right in front of her.

After that she got out of bed and hid herself in Jeremy's room until morning. She was surprised when half an hour before class started Spidey and the others appeared in the doorway carrying a granola bar in Spidey's hand. "Eat this," he tossed it to her.

Aelita caught it without thinking. "How did y'all know I was here?"

"We already checked your room. And Riley sort of sniff your scent in here." Spidey answered. "Since you weren't there we knew you had to be here. You really should eat that." Dawn's finger pointed to the unopened granola bar in her hand. "You already missed breakfast and you barely touched your food last night."

Aelita frowned but grudgingly opened the wrapper and took a bite. Satisfied Spidey and the group changed the subject. Raiden spoke. "Did you get any sleep last night?"

"Not really," Aelita stared at her breakfast.

"Us too." John sighed. "We're sorry Aelita, but we have to go to class today. The teachers think we should be doing something instead of worrying about...about him."

"That's okay." She nodded. "Class will take my mind off of everything." The group leave Jeremy's room. They start making their way out of the dorm and head for class. "Spidey, everyone there is something I want to talk about."

"What's up?"

"It's about what y'all said yesterday." Aelita paused. "About Spidey controlling the supercomputer. Did y'all mean it?"

They nodded. "We spent last night thinking about it and our original idea seems the best option we have right now. We're going to have Spidey's help if we want to survive and with his knowledge able to find danger or anything he has for us to do."

"Why?" Aelita asked.

"Besides he's the smartest besides me or Madoka...I mean he's the one has Spider Sense and like the others said he's the master of 1,000 hand to hand combat and surprises attacks for XANA monsters." Yumi and Ulrich said together.

Aelita seemed surprised by their answer. "Are you sure it will him to help."

"Yeah I'm glad to help but I need to upgrade your powers once we at the factory. And Aelita once there." Spidey told her. "I be giving you some hand to hand training. I got an program that might do the trick." Spidey smile.

"But I thought you and the others had combat training after what happened the time you and Yumi train."

Ulrich and Spidey looked at awkward at this. "We may have did that, judged her moves to up notch in skill. But you however need some of my moves." Spidey rubbed the back of his head, "I mean you ain't the weakest warrior but the strongest we ever know of all the time. Besides if XANA was trying to kill us again with an person or an specter, I'm going to break their necks." Spidey cracked his knuckles.

"But what about William?" Aelita suggested.

"We thought about it," Yumi admitted. "But William's an unstable wild card. Sure he's helped us a few times, but he's also got in our way just as much. Plus, I don't know what he'll do to Ulrich if we told him about Jeremy. I don't think he'd take it well due to we were friends with him before XANA took him over."

"I thought it was just because you didn't like him Ulrich."

"There's certainly that." Ulrich shrugged. By this time they had arrived outside their first class of the day. "Listen we need you to come to the factory at today. That's when we going to train you and the others train y'all and I think y'all should bring on your Agame."

"Alright." She nodded. Spidey and the gang were about to go inside when she grabbed Spidey's arm. "And Spidey? Thanks for breakfast."

No matter how hard they tried Spidey and the gang couldn't seem to concentrate in class that day. Their minds kept drawing them back to what had happened. Luckily their teachers knew of the situation (or thought they did) and did not bother asking them the answer to whatever question had come up. In other words they left them alone.

The bell to lunch seemed to take much longer to ring today and the teens, Pokemon, the military dog, wolf, and adults (John, AJ, Raiden, and Heller) found themselves impatient by the time it finally did. They quickly left their classroom and head toward the cafeteria. They stood outside the door and waited until Aelita showed up a few minutes later. After a quick greeting they went inside.

They all stood in line to get lunch like normal. When they got their food they immediately go to their own table with Spidey sitting down with his tray in his hands, everyone else took their regular seats, Aelita sat right beside him.

"So Spidey, what now?" Ulrich asked as Spidey thinks of a plan for them to out beat XANA ever since he kill Jeremy.

"Ok, here the deal if we going to train you guys with more skill and combat, I mean Tyson and his friends along with Madoka are good with their hand to hand combat, Ulrich, Yumi, Odd, and Aelita I'll be giving you four some teachers. Ulrich for sword training you be pair up with Raiden. Due to his VR training he can train you with your sabers against his HF Murasama blade." Spidey said as Ulrich and Raiden smiled at each other. "Yumi for you, you need about two things one you need to a bit more of hand-to-hand combat so you will be pair up with John Cena and AJ Lee for some of my moves which they were teach by me, two quickdraw you can bring out your fans but we need to make them a bit faster and more on the dead center target. You will pair up with a three clone of me for the training." Yumi was doubt at first, Spidey show her the Ultimatrix, she nodded know Echo Echo can do. "Odd, two teachers for you, one we going to make your shield a bit bigger like Heller's shields and last longer like about 7 minutes or you can shut it off once if you need to attack, two the laser arrows are going to be a bit faster to shoot them and I giving you unlimited of them instead of you run out of them." "Cool!" Odd said with a bright smile. "Your teachers are Rex and James Heller to test them out with you." Spidey said as Heller and Rex smiled along with Odd. Spidey turn to Aelita, "Aelita you will training in the arts of Kung Fu, Ninjutsu, Jujutsu, CQC, Street Brawl, MMA, Wushu, Judo, Taekwondo, Muay Thai, and Shaolin Kung Fu. Teachers will be me and Gwen." "Wow Spidey that's is some of your fighting styles along with Gwen." Aelita asked as he and Gwen nodded. Aelita smiled. "We do it!" Ulrich, Yumi, Odd, and Aelita said with grins. Spidey and the gang grinned also.

"Good. Then we meet after our classes to get out in the park. Right?"

"Right," Yumi, Odd, Ulrich, and Aelita nodded.

"Meeting done." Spidey said standing up. He and the gang dumped their trays and left. "You are ready for the training." Spidey remarked.

They nodded. "You handled it fine. Dawn and everyone didn't need to say anything."

"I hope this works."

Spidey and his gang wasn't the least surprised when they headed to the park after and found that Ulrich, Yumi, and Odd were already there waiting. Yumi and Ulrich spot Spidey and the others they waved. "Hey guys! We're ready whenever you are."

Spidey did a two finger salute to them. "All right, but quick question y'all where's Aelita?"

"Don't worry, we're have to wait for her." Ulrich said.

"That's sounds good." Spidey said as he leaned against an tree.

"She won't be long." Yumi said, but after that they lasped into an awkward silence. A few minutes later they spotted Aelita jogging over to them.

"I'm sorry I'm late guys." She apologized as soon as she arrived. "I needed to get...something."

Spidey raised an eyebrow but didn't say anything. He turned back to the group. "Alright, let's roll."

Without waiting for anyone talking they turned and walked further into the park/forest. They knew the way there well and they did not have to go far.

They soon came to what seemed a completely random area in the park. They look around to make sure the coast is clear. "Let's pop this." Spidey said with a funny tone. Aelita let out a tiny giggle while Dawn and Madoka did the same with her. Spidey and Ulrich bent down to an unnoticed manhole and opened it to reveal a human sized hole. The group looked down and they nodded.

Spidey and Aelita climbed down the ladder, the group follow them also too to the ground. Tyson was the last one to closed up the hole.

The group made their way through the sewer quickly enough. Aelita suggested they not ride thier skateboards through like normal because of their dear friend Jeremy. When they reached the other ladder and it was time to go back to the surface.

Spidey climbing up with Riley on his shoulders, everyone follow him as they found themselves in front of the familiar abandoned factory.

They run to the second floor of the factory as Spidey and Dawn dive down as she landed on Spidey's back and she got off of him, standing by his side as Blade Wolf and Riley jump down. Aelita, Ulrich, Odd, and Yumi each grabbed the nearby ropes and swung their way down to the bottom. James Heller and Raiden jumped down with a mini crater in the ground as they landed, Bladebreakers, Saint Shields, and White Tigers X stand outside the factory to watch for anyone dares come here. White Tigers X watch from the roof after they use parkour to get up there. Every Blader stays outside of the factory for the very same reason.

They go into the elevator. Ulrich was the last to get in and punched the button sending down.

The ride down was short so the elevator came to a stop. The doors opened and they could all see the parts of the supercomputer where Jeremy always sat and navigated the Lyoko warriors. Spidey and the gang thought it seemed strangtly lonely without the short-tempered blonde sitting there shouting orders.

They got out as the doors shut and in the elevator Spidey activated the Ultimatrix and found the right alien for this, he slammed the dial and outside the doors the gang saw a bright green light coming from inside as the light did it again and the door opens up to reveal...THREE SPIDEYS! But the other two has two different caps, Spidey 2 has DX Army baseball cap backwards, Spidey 3 has Dukes of Hazzard General Lee '01' orange cap front. Spidey 3 has UFC gloves on him, holding an another pair of them in his right hand. You see Spidey use Echo Echo to make clones of himself for the teachers and one to man the supercomptuer. "All right everyone..." Spidey 1 said before he and the clones glanced over along with the gang at Aelita to see her staring at the computer longingly. "...Let's get this thing on!" Spidey 1 said as they nodded and Aelita nodded too sadden that she misses Jeremy.

Spidey 1 walks up to her as the gang went into the elevator with the two Spidey clones, waiting for Aelita to come. "Hey Aelita what's up?" Spidey 1 calmly put his hands on the girl's shoulders. "Missing Jeremy?" She nodded, "trust me Aelita like I said, if I see XANA again, his neck is broke and feed to a meat grinder, he won't bother you anymore. Please do this for Jeremy, he want to see you happy."

The pinkette's gaze was fixed on the ground. She was so quiet Spidey 1 was almost sure she wasn't going to go for it. Then finally she whispered something. "Will you...protect me?"

"...?"

She looked up at him. "Will you protect me Spidey? If I agree to train you will you promise to protect me so I don't die like Jeremy?"

Spidey 1 nodded and clasped hands with the scared girl. "Aelita I may have failed before, but I promise I will protect you with my life. Life of a hero is all about it, I will die before I let XANA get you or lay a single finger on you. He will burn in hell!" Spidey said as he give Aelita the UFC gloves in her hands fitting for a small size.

Aelita blushed. "Thank you Spidey. That's all I needed to hear. Let's get it on!" She said as she put on the gloves on her hands, after that she crack her knuckles feeling for a ready for a brawl. "Ready Spidey." She said with a smile.

"Good. Now get on that elevator and be ready to train." Spidey said with a determind voice as he gets her to hyper up like an fighter. Aelita runs to the elevator as the two Spidey clones put on their spider suits. Riley, Pikachu, Beautifly, Dawn, Piplup, Blade Wolf, Madoka, and BEGA were in the supercomputer room. Spidey 1 puts on his NEMSIS sunglasses, pair of headphones on his neck, he sat down in the seat and crack his knuckles as he puts on the headset with the mircophone close to his mouth as Spidey 1 gets out his Ipod and puts on some tunes to through his headphones as the song was 'I'm Goin' in/let's go mash up song'. Spidey 1 put his fingers to the keyboard. "Hmm..." He gazed intensely at the screen before typing the virtulization program up and starts to upgrading the powers on the Warriors. Spidey 1 smiled as he listens to the music.

In the elevator, Spidey 2 was going over the plan, "Now since we don't know when XANA will strike again we don't no have time to waste. We'll need to start training with combat moves and the power upgrade as soon as possible. Which means right now. Is that a problem for anyone?"

"No." Yumi said.

"Nah-hu." Odd and Ulrich said as they shook in yes.

"Ready!" Aelita pound her fists in the UFC gloves and has an smirked on her face.

"Alright then," Spidey 2 and 3 clapped their hands together. As the elevator reachs the scanner room. "This is how we're going to do it..."


	3. Chapter 3

Chapter 3: Kung Fu fighting and other styles of training of weapons and hand to hand

"So...y'all ready to rock?" Spidey 2 and 3 asked.

Spidey and the gang were all at the famous abandoned factory standing around the super computer earlier before Aelita and the little gang went to the scanner room. After agreeing to going against them to prepare for any threat. Spidey 2 and the teachers told them they'd need to go to Lyoko and start training immediately. "It's simple." Spidey 3 told them. "All of us, are heading to a spot inside Lyoko to make sure no XANA monsters can inturrpted us."

"Why's that?" Odd asked.

"It's matter of a precaution Odd." Raiden answered. "We going to show y'all the way how Spidey fights."

"You mean we going to how fight like Spidey does, I mean his hand to hand system is 1,000 moves how quick he did learn them in that quick time?" Yumi asked as Spidey 2 and 3 smiled. "Yup. They ain't that hard, but we learn from different sources in his life, train to use them, in fact one is use for when he listens to some tunes, something called Caperioa or term "Dance Fight" Brazilian martial arts of dancing." Yumi, Ulrich, Aelita, and Odd were shocked at that type of martial art, Dance Fight, that brings a shock to their system (Static Shock pun) so they nodded. As they walked out the elevator and into the scanner room. They were all closed. Aelita, Yumi, and Odd got in front of them as they open. They got inside. Yumi walked into the last one right after. "Okay Spidey 1, we're ready whenever you are." Aelita called out knowing the Ultimate Hero could hear her from there.

Meanwhile in the other room Spidey was sitting in the chair Jeremy usually sat in with the ear-piece in place but with his sunglasses on his eyes and headphones on his neck with the same music blaring loud but he can hear voices like a bat. Madoka and Dawn were standing right and left next to him with both hands resting on the chair as Spidey gazed computer. "All right time to digital." Spidey cracks his knuckles. He type the separate data of the Lyoko Warriors, the location of the place in the desert sector. He puts in the virtualization code. "Okay ready for the new upgrade boys and girls?"

As the doors of their scanners closed, a fan blowing up from below them.

"Transfer Odd...transfer Yumi...transfer Aelita!" Spidey 1's voice said from a speaker in the machine.

As the fans winds below them, the fans pushed their hairs up along with ruffling up their clothes with their eyes closed as they were being scanned and being lifted into the air twisting around in mid air.

"Scanner Odd...scanner Yumi...scanner Aelita!" Their clothes were being pushed up, awaiting for to virtualized into Lyoko!

Spidey saw their T's poses being virtualize and scanned. "In 3...2...1...!" He pressed the enter key. "VIRTUALIZATION!"

All their hairs and clothes stood straight up from the huge surge of energy coming up from their feet. Even through their completely closed eyes they could see the blinding white light coming from the machine around them. They disappeared from the scanners and were then virtualized as they rush through the data stream. Their wireframes appeared in the desert sector, then their bodies as they were hovering a few feet above the ground before gravity kicked in.

Used to this Aelita, Yumi, and Odd landed on both feet unfazed. As they got up, they took in their new surrounded that Spidey 1 created. The place was the desert sector but ground has the desert but looks like that Raiden has with VR training a large box shape 100x299 wide and area of length around them no opening the walls protecting them from any XANA attack or anything there was the familiar tower as it was glowing white and the only out this place. They saw training rings and wrestling rings, targets dummys, and bamboo stands for swords slashing, everything looks like from Deadliest Warrior series. They were shocked at this place, but really shock them that before Spidey 2 and 3 and the other teachers appeared behind them that they saw their outfits were new (combine of Season 4 and 5 clothes in one. Aelita still has the transparent white stripes skirt on her waist) they felt their abilites and weapons more bit powerful, Ulrich's speed increased to the Flash speed and the katanas of his are sharp like Spidey's blades, Aelita's energy fields can kill a XANA monster, well execpt for the land squid. Odd's Laser Arrow are unlimited and teleportion to long ranges and working proparly, Yumi's fans can quickdraw and deadly to the center target, and not mentioning she has a new weapon, the bo staff like Robin has. Spidey 2 and 3 and the other teachers show up behind them.

Aelita turn to them, "Spidey what is this place you just created." "Well to answer your question this place is I like to called VRTY nickname: Virtual Reality Training Yard, this place has two WWE wrestling rings, training rings for sparing and dummys for moving and target pratice, some of it is from Deadliest Warrior TV series, don't ask, unless any of you see the show. Any further questions?" Spidey 1's voice said from the ear piece, silence took over as they nodded. "Good, if you were thinking what's up with your outfits, truth to be told they your looks, your powers are more powerful and weapons same thing. So let's get this party started." Spidey 2 explain as Yumi, Odd, Aelita, and Ulrich notices his mask was replaced with a Call of Duty Ghosts mask like Logan Walker has.

So everyone heads for the places that the teachers are at, John Cena and AJ Lee in the first wrestling ring, Spidey 3 with a Sin Cara mask was in the second ring, Yumi gets in the one with John Cena and AJ Lee. Odd gets to Heller and Rex who were at a gallery range of dummies, Ulrich got with Raiden at a training ring as they started pulling out their blades, ready to fight, Aelita still has on the UFC gloves on her got with Spidey 2 and Gwen at the second training ring.

With John Cena and AJ Lee and Spidey 3 and Yumi...

"All right Yumi welcome to training 101, we going to spar ok," John Cena said as he has his shirt and cap off along with his dogtags, Yumi nodded as John smile, "Let's rumble!" They start out as they circle each other as AJ Lee was sitting on top of the ringpost with her legs cross, Yumi came in fast as she use a flying heel kick, "Hi-yah." She said, John Cena ducked under as ran to the ropes and rebounded off as he charge in her as Yumi got hit with a flying shoulder block knocking her down, John ran to the other side as Yumi spring back to her feet with a Chinese get up, John uses the momentum as he came in with a flying shoulder block, Yumi was knock back again as John was behind her, but again she got up, an memory instantly show up as she knew how John and AJ must how to fight along with Spidey, she smile, she spun around to face John as he got her with a spinning powerbomb as she counter it with a DDT to the mat dragging John to the ground as she flipped over her back and back up to her feet, "Yumi, nice one that one is a keeper but how you know that would happened," AJ Lee asked, "Easy something just click in my mind, knowing how to fight like you guys." Yumi said with a smile.

"Well then come at us with your fans and possibly your staff." Spidey 3 said as he leap to the other of the first ring, Yumi was confused at first, until her right hand glowed brightly as a metal grey bo staff exteneded to the full lengths shows up in her hand. Yumi's eyes widen, but smile. "All right. Let's go." She said with a grin as she twirled her staff in her hand and they came at her.

Odd, James Heller, and Rex...

Odd was doing extremely fine as he dodge a hammerfist punch from Heller as he teleported right behind him, "Laser Arrow!" Odd shot out his arrows, Heller jumped and dodge as he flipped over Odd as Rex slash his BFS at Odd, but he flipped and twirled in mid air from the BFS weapon. "Keep it up Odd!" Rex said as his hands change into the Smack Hands and flung a punch at Odd who managed to dodge as he learns how to fight like them.

Ulrich and Raiden...

Raiden block Ulrich's swords with his sword, they go with extremely speed as they continuing slashing and blocking, "Way to go Ulrich!" Raiden yelled as he sheathed his blade but Ulrich knew was about to happened. "Super Sprint!" He yelled as he burst in a yellow blur. Raiden smiled as he spread his legs apart and finger on the trigger and hand over the handle. "Let's go!" Raiden yelled as his visors closed over his eyes and pressed the trigger as Ulrich came in with both blades out.

Aelita, Spidey 2, and Gwen...

Spidey 2 was dodging the energys fields of Aelita as she was in the air with her wings out, "Energy Field." She toss a pink ball of energy at Spidey 2, but Spidey 2 jumped into the air and flipped about 10 times, "Come on Aelita. Can't hit a spider." Spidey taunted her, Aelita's eyes widen, "Spidey you better run." Spidey gluped as he ran with Gwen who done the same as him as Aelita was laughing with glee as she now knows how to fight like Spidey.

After everyone done they need to train them, they still need a few training moves but they learning fast.

"All right everyone great job but still doing very good for your training." Spidey 2 and 3 said. They nodded. Raiden looked upward. "Hey Scotty, beam us up!" Everyone laugh at Raiden's joke.

"Alright, hold on."

Spidey 1 divirtualized Spidey 2 and 3 first and then the others. Spidey 1 reunited with the others Spidey clones, they took the elevator back to where he and the others were waiting. Then all of them took it back up to the ground level of the factory where both the bladers wait and they started to walk out with the entire group.

"So what did you think of our little training?" Spidey asked.

"Awesome!" Odd answered.

"Off the wall!" Ulrich and Yumi said together.

"Cool!" Aelita smiled.

They kept walking until they got out of the factory. Luckily Spidey and his gang gave them a break and said they could go back to school the normal way so they didn't have to go through the sewers again. As they were heading back Madoka let them know they'd be doing this again real soon.

"In order to prepare for XANA we need to go back and do some more training again tomorrow."

"Already?" Hilary asked. "I have other things to do you know."

"Sorry Hilary," Dawn said with a small smile. "But once we get them trained and they get used to fight like us we'll have more free time."

"We hope so." Kenny tilted his glasses over his hair. "I have homework to do. I can't risk my good grades."

"So we'll meet again tomorrow after school." Spidey told them. "Don't forget."

They had almost their dorms when the prinicipal spotted them. He and a bunch of others adults the teens and adults didn't recognize were heading their way quickly. They stopped and waited as the adults approached. "Spidey Parker! Aelita Stones! Everyone else! There you are." He said looking annoyed. "Where have you been? I've been looking for y'all for a while now."

"Mr. Delmas?" Chance looked at the old principal.

"Not now Mr. Furlong." He waved him aside. "This is about Parker and Stone."

"What's seem the promblem sir?" Spidey asked.

"The police would like a few words with you two."


	4. Chapter 4

Chapter 4: explaining to the police and more training

Spidey and Aelita had no choice but to follow behind the princnipal with Spidey's gang behind as he led them to his office. When they arrived the police officers were already waiting. Spidey did his best to not look nervous. One of them approached the two as the gang leaned the wall and animals were with them.

"We're investigating the disappearnce of one student." He explained. "Your principal informed us that all of you were very good friends with him. In light of this we just have a few questions to ask you. It could really help us find your friend."

"S-Sure," Spidey noddded. "Whatever it takes."

He volunteered to go first and was taken inside the office while Aelita and the others had to wait outside. The superhuman teen did his best to stay calm and give the officer the same story he had told the principal which Kevin Ethan Levin told him and not leave any holes. After half an hour of questioning that got them nowhere Spidey was allowed to leave.

Next they called Aelita in. Spidey gave the pink-haired girl a light squeeze on her hand as she passed to reassure her. However when half an hour passed and Aelita still had not come out he and his gang, Yumi, Odd, and Ulrich were started to worry. Had she slipped up? Did their stories not match? Did Aelita crack and tell the truth? As more time passed their fears got worse and worse.

An hour after she went in Aelita finally came out looking shaken. The police officers that came out with her seemed disgruntled. Spidey rushed forward to make she was okay. "Aelita are you alright?"

"All of you may return to your dorms now." One of the officers told them. Spidey nodded as he told his gang head on back as Yumi told them she going to head home now as she waved them and left and everyone started to lead Aelita outside. However as they were leaving they passed an officer leaning against the wall. Raiden recognized him as the man of his look like who killed Jeremy Belpois while posseseed as XANA.

The realization stopped him in his tracks as the others head on ahead. Gritting his teeth and his eyes were glowing a bit red with the Ripper in him trying to killed the man at him who failed to notice. Raiden wanted to attack him but knew this man had no memory of his twin what he had done. He hadn't even been in control of his actions but that didn't stop Raiden from hating him.

Shaking his head he got out of there. They had missed dinner and it was dark out so they headed back to the girls' dorm. The boys headed back to their rooms while the girls were in their rooms, stopping in front of Aelita's room Spidey turned to his pink-haired friend. "Aelita, I'm glad you're alright. What happened? What took so long?"

Her eyes darted across the hall. "Inside." She said unlocking her door. They both walked in and turned the light on. In the light Spidey could see Aelita's eyes were a little puffy. She didn't notice him looking and started to explain. "Do you remember earlier when I was late meeting you and the others?"

"Yeah," Spidey nodded. "You said you needed to get something. Is that what this is about?"

Aelita bit her lip before pulling something out of her hoodie pocket. It was a black case of some sort and when she held it up to him Spidey gently grabbed it. It wasn't hard to figure out what it was. Opening it he could see a pair of glasses resting within. They looked familiar. "Are these...Jeremy's glasses?"

Aelita lowered her head. "I'm sorry. There his extra pair and I spotted them yesterday. I just wanted to keep part of him with me but when they fell out of my pocket the police officers thought I had something to do with his disappearance. They were really suspicious..."

Spidey sighed and fell back onto Aelita's bed. "That's way too close mon."

"Are you mad at me?"

"Nah, it's not your fault." He answered. He took off his sunglasses and shut off his Ipod and headphones as he put them in his backpack.

She sat down beside him. "I miss him."

"I know my little friend." Spidey sighed as he thinks of dear old friends he show to Aelita once of the picture.

"Don't you miss them?" She asked. "Jeremy was your friend, but what about your other Friends, and I know you cared for MJ..."

He sat up. "I'm fine."

"No you're not!" She told him. "You can't be fine. I'm here for you Spidey. You can tell me."

"Tell you what?" He stood up and looked away from her. "Tell you that the girl I liked, the girl I watched out of the corner of my eyes, the girl I had feelings for is dead?" His voice started to break. "Tell you how it felt when I found her body there and knew I hadn't done anything to save her? Tell you how it feels knowing I will never see her again?" He rubbed his arm across his eyes. (Spidey was referred to Mary Jane Watson from his old universe. His former girlfriend before he tell Dawn and well after they hit it off as girlfriend and boyfriend in the reality universe before coming to Code Lyoko universe. He didn't told the others about this).

"Spidey..." Aelita got up and walked over to him. He moved to try and hide it but she could see the tears running down his face that he kept trying to wipe away. She grabbed his arm to stop him. "It's okay; you don't have to hold back."

"It's friggin not okay!" He pulled his arm free. "I'm the leader/brain now so I have to be strong. I can't just break down like that. I need to keep it together."

"Oh Spidey, don't you see?" Aelita embraced him. Her arms squeezed his back and he couldn't help but to bury his head in her shoulder. "You already are strong. Stronger than me or Dawn or your friends could ever be."

He couldn't hold it in anymore. He broke.

The next day both of them went to class with the gang while the search of Jeremy Belpois. Jeremy's parents were informed and showed up to participate in the search. Spidey and Aelita were called out to be questioned and some anrgy parents of Jeremy yelled at them for being irresponsible enough to just let their friend run off like that, which they were shut the fuck up by James Heller and the 3 adults with some glares to make them shit their pants or something. It wasn't easy but once it was over they went back to class and had to act like nothing had happened.

Gwen and Madoka and Dawn noticed and were sympathetic, the gang of Spidey same thing. Dawn tried to cheer them up (mostly Spidey) but it didn't have any effect. Not even she made him happy. Not giving up, she could only look on sympathetically at lunch as they sat at their table quietly. But no matter how long the day seemed it couldn't go on forever.

The school day did eventually end and all of the gang met up in the same spot as the previous day. "So we're going to Lyoko again?" Yumi asked.

"That's the plan." Spidey nodded. Tyson and Kai notices lines under his eyes. They headed straight for the factory this time and did not go through the sewers. Getting into the abandoned factory they took the elevator down and dropped Spidey 1 and the others from yesterday off first.

Next they rode the elevator to the scanner room. They each got in a different scanner while the other teachers waited. "Okay Spidey, we're ready." Ulrich called out.

"Actually I'm letting Madoka handle this one." The ultimate hero let them know.

"Alright then." Madoka's voice echoed throughout the room. "Here we go."

"Transfer Aelita...transfer Ulrich...transfer Raiden!"

"Scanner Aelita...scanner Ulrich...scanner Raiden!"

She hit the enter key. "Virtualization!"

The virtualization was successful and all three of them were transferred to Lyoko, along with the teachers. This time they all landed managed to land on their feet. But looking around they realized they were the same place but different sector from their last trip to Lyoko.

"We must be in the ice sector." Heller said looking around.

AJ rolled her eyes. "What gave it away?"

"The ice!" Rex answered without thinking.

"It doesn't matter what sector we've landed in." Spidey 3 explained. "So you're going to be fighting us. That way you'll get a good feel for what the real fight is like." Raiden, Spidey 2, Heller, Gwen, John, and AJ stood by Spidey 3's sides.

"WHAT?" Yumi freaked out. "But Spidey and everyone else you're together are way too strong. You'll beat me and Ulrich and Odd in like two seconds and Aelita in thirty!"

"Yeah," Odd nodded. "Wait...what?"

"Don't worry, we won't actually be trying to hurt you, we going easy on y'all, just work on teamwork." Raiden reassured them.

"Wouldn't be better if we just fought each other?" Ulrich asked.

"You'd be surprised how bad that could go." Raiden smirked as his visors slided over the eyes. "Anyway we'll start with you Odd. I'll charge you and you have to try to stop me before I reach you. As an mini archer with your Laser Arrows you have to be mindful of being caught by your enemies. You have to keep them at a distance if you don't want to get divirtualized. I won't used my Ninja Run on you but try to aim dead center at me before I get to you. Ready?"

Nodding Odd prepared himself as he got into a stance. Raiden positioned himself far enough back to give Odd time to shoot at him. When he singaled that he was ready Raiden ran toward him. The purple cat shot at him as quick as he could while yelling 'Laser Arrow'. The laser arrow Raiden deflected without any trouble with his blade. The second one he dodged and he didn't even manage to get the third out before Raiden pushed Odd to the ground.

They tried again. Odd started to get faster each time and his aim improved. Soon he learned to shoot two laser arrows at the same time which Raiden found a lot harder to deflect or dodge. After a while they stopped as Raiden could tell Ulrich and the others were getting impatient.

"Just come at me." Heller told Aelita. "I'll just stand here and defend while you do your best to hit me." Nodding Aelita pull out a glowing pink energy blade on her right arm. Heller was surprised at the size of the blade it was the same size as Spidey 2 and 3 and 1 and Raiden's blade and she slashed at Heller. She was clumsy and sometimes her attacks were quite off so Heller didn't have much trouble dodging or stopping her blow with his own blade.

But like Ulrich and the others yesterday she improved. Her attacks got faster and more precise. Heller actually had to try near the end to make sure she didn't knock his blade right off his arm. "That's great Aelita." He complimented her. "But listen next time we want you to-"

"Guys!" Madoka's voice rang through their heads. "We have a problem."

"What is it Madoka?"

"XANA's attacking!"

Everyone in Lyoko pale at this. "What?" Raiden exclaimed. "Already?"

"It's true." Spidey 1 answered. "A tower was just activated."

Aelita turned to Spidey 2 and 3. "What are we going to do?"

They gripped their fists tightly. "We're going to fight!"


	5. Chapter 5

Chapter 5: First victory as a team and possible date

Raiden and both Spidey's blades slashed right through the front of a crab effectively terminating it. Yumi twirled her bo staff with her fans attached to the ends before driving it right into the side of a Blok. Another Blok was destroyed as Odd and Rex shot an arrow and ice block into it from afar with Rex's Slam Cannon.

"Alright Aelita," Spidey 2 shouted at the pink-haired girl. "The way is clear. Now go!"

Coming out of her hiding spot Aelita made a break for the nearby tower in the ice sector out of the training place. She was only feet away when a hornet came out of nowhere and blocked her way. "Ah!" Only barely managing to stop and not crash into it. The hornet shot forward in attack.

"Aww crap!" Spidey 3 crused. He gets out his beyblade and launcher and ripcord and done the thing with the engine gear. Locked it in aimed at the hornet. "LET IT RIP!" He release the Beyblade and suddenly the blade was so fast that to the others Dragoon GT was just a blur of blue light trail. Spinning ahead Dragoon stopped right in front of Aelita just in time to sliced the monster in half before it reached her.

Aelita let out a small gasp as Spidey 2 leap over to her and caught his blade. "Thanks Spidey."

"No promblem. Now get to that tower."

She nodded and ran inside. Making her way to the top she put in the code lyoko. "Tower deactivated."

Back at the bottom of the abandoned factory Madoka sat in the chair watching all of this happen from the monitor with Spidey 1 and the others. Seeing the tower deactivated she press the enter key. "Return to the past!"

Suddenly everything that had happened that day was reversed. When time started again it was morning and everyone had forgotten everything that had happened besides Spidey and the gang. Which meant they had successfully stopped XANA from getting what it wanted. After that Spidey and the clones of him return to normal leaving one and the only Spidey Parker.

Spidey let out a yawn. "That went surprisingly well..." He muttered to himself. Leaving his room and roommates room also, with Pikachu and Beautifly on him, Riley and Blade Wolf by his sides they headed outside. Class would be starting soon and even though he had already sat through it he couldn't just skip. His lack of attendance would be noticed.

He and his little gang had only left the dorm for a minute when his gang all ran over to them looking excited. "Hey Spidey! Did it work?" Madoka asked. "Did I do it right?"

"Do what right?" Spidey understanding it.

"I think she means the return to the past." Dawn said clearing that up.

"Well of course it worked!" Juila answered. "I even checked by having the same conversation with Emily that I had this morning. It was nuts!"

"Yeah, well it's pretty normal for us." Spidey and Pikachu shrugged. Just then Aelita walked up to them. "Oh hey Aelita."

"Hey you guys," She greeted them. "Congrats on your our first team victory against XANA!"

"Thanks!" Odd smiled. "How did we do?"

"Pretty good." Raiden answered. "You four defeated multiple monsters without dying but use some of Spidey's moves and only made a few bit rookie mistakes. But overall great."

"Yes!" Ming-Ming said wrapping her arms around Spidey in a hug.

"Hey!" He objected. Grabbing her arms he tried to remove her which he did. "I said good job; I didn't say hug me!"

"You also did well Madoka." Aelita told the maroon haired girl.

"Thank you." She smiled. "Though it was harder than we expected."

"You'll get used to it." She explained.

"So now what do we do?" Tyson asked.

"Now we go to class...again." Spidey winced. Despite he likes going to them, he sometimes hates them.

"Awww...really?" Max whined. "That sucks! Math was horrible enough the first time!"

"Well think of it this way Max," Emily pointed out. "You already know when the teacher will call on you so now you just have to be ready for it."

The blond-haired boy made a stupid anime look face. "But I already forgot what she was going to ask..." This caused the others to share a laugh. Just then the sound of a ringing noise could be heard all over the school.

"Well there's the bell." Aelita pointed out. "I'll see you guys after class." The others said they'd see her later and after a few waves goodbye they all headed to class.

They got through the repeated day without any trouble. It was slightly easier but certainly more boring. But the four superheroes in training (After this start the main stuff will come like Justice Leauge epsiode: Star Crossed.) were glad when they got the day off and didn't have to go train again. The next days passed and though they did a bit of training they were mostly peaceful.

Soon the weekend arrived. Spidey and the gang had been doing their best not to dwell on what happened and had been feeling a bit better recently. Spidey however noticed, that Aelita was still pretty mopey whenever she thought no one was watching. He could tell she was still dwelling on what had happened.

Deciding to do something about it he approached her Sunday morning at breakfast. She had sat down to sat at an empty table so Spidey sat across from her. There were few other people in the cafeteria as a lot of the students liked to sleep in. Well even Spidey's gang.

"Morning Aelita." He greeted her.

She seemed slightly surprised to see him there but quickly replied. "Good morning Spidey." Then she went back to eating.

"I was thinking Aelita...maybe we should do something together today?" He suggested. "What do you think? It'll be fun."

"Oh I don't know Spidey..."

"Come on, it'll take your mind off things." He told her. "Think: is there anything you want to do eh?"

"Well..." She swirled her spoon around her empty plate in a circle as she thought. "I guess we could go back to the Hermitage and see if there are any more clues about my mother."

Spidey cringed. "That's not really what I had in mind. I think it would do you good to not worry about Lyoko for a day. We could do something that normal people our age do."

"Like what?" Aelita asked. "I don't think there's much we can do around here and we're not allowed to go very far."

"Well why don't we go see a movie?" He suggested.

"A movie huh?" The pink-haired girl thought about it. "Jeremy took me to a movie once. It was nice."

"Would you like to go again?"

"Alright," Aelita let out a small smile. "Sounds like fun."

"Great," Spidey said finishing his breakfast. "I'm sure it'll do us both some good."

A few hours later Spidey and Aelita walked side by side out of the school grounds. Aelita had changed into a outfit which was a black jacket with a matching black tank top with a giant pink star in the middle. She's also wearing a pink mini skirt with black leggings and replicas of Spidey's PUMA shoes pink and black. Spidey was wearing his black MMA ELITE hoodie and his clothes strapped to his belt is his Muramasa blade in Stealth camo mode, the bullwhip strapped to his right side holster belt and kept his gloved hands shoved in his pockets. Aelita turned her head toward him. "It's a nice day isn't it?"

Spidey briefly directed his attention to the blue sky. "Yeah," he nodded, "hardly a cloud in the sky."

"So what movie are we going to see?" She asked.

"I didn't have anything specific in mind. Is there anything you're interested in seeing?"

"Well when I went with Jeremy he took me ot a science fiction movie." She told Spidey. "But I wanted to see a romance."

"Oh...then I guess...we should see...a romance." Spidey was clearly comfortable with the idea.

"Really?" Aelita said surprised. "Because we don't have to you know. It's okay."

"No," Spidey told her. "I want you to choose. A romance you want you shall get one." Spidey said with a wink.

"Thank you Spidey!" She said sincerely. Aelita then grabbed Spidey's right hand out of his pocket and held it with her won. Her hand was warm. The dark brown haired teen suddenly realized how similar what they were doing was to going on a date like either Dawn or his dead girlfriend MJ. The thought (along with Aelita holding his hand) cause him to blush. Aelita hummed the whole way there.

They soon arrived at the movie theater. There were two romance movies playing so Aelita made sure to choose the one that seemed less girly to her. After all she wanted Spidey to enjoy himself as well. Then, after buying some popcorn with Spidey's money, they went inside the theater.

The movie had been out for a few weeks so there were very few people watching it. Aelita and Spidey got good seats and waited a minute before the room went dark. As the trailers played out screen Spidey glanced at over at his companion. The pink-haired girl seemed engrossed in the trailers. Every once in a while she'd stick her hand in the popcorn barrel and pull out a handful to stick in her mouth without taking her eyes off the screen. Spidey seemd relieved. So far this date seemed to be the perfect distraction.

After the movie

Aelita is walking down the street with a little skip in her step. "Wow, I haven't had that much fun in ages!"

"Yeah, it was a great time." Spidey said, walking right behind the still ecstatic girl. "So what did you think of the movie?"

"I thought it was sweet." She answered, slowing down so she and Spidey were walking side by side. "The ending scence was my favorite part. What did you think?"

Spidey shrugged. "It wasn't so bad I guess."

She smiled. "Don't be embarrassed! I won't tell anyone you liked it." They both laughed. "Thank you Spidey for taking me. It was very sweet of you."

He wasn't sure how to respond. "It was nothing. I just don't like seeing you sad. I thought it might cheer you up."

"You're a nice guy you know that?" She wrapped her arms around him in a hug. Spidey seemed surprised but hey give the man a reward after a second hugged her back. Ten seconds later she let go. "Come on we have to get back to the school. Let's go."

Spidey nodded in agreement. "I have to agree with you there Princess."

In order to get back at Kadic, the teens have to go through a back alley which currently has a gang occupying the corners. The gang has no more than 5 people just leaning against a wall. Well if they begin to mess with Spidey he will protect Aelita from them.

Spidey gestured Aelita to get in close to him as she moved in with his arm over her shoulders and they tried to past the gang without making eye contact with any of the members, no need to cause any trouble. Well the trouble is about to begin in 3...2...1.

Then all of a sudden, a guy with a shaved head and a black leather jacket reached out and grabbed Aelita's arm. "Hey cutie, how you drop the zero and add a hero." The guy said with a werid smile.

"Let go of me you creep!" Aelita pulled away, her heart beating fast as she was grabbed.

"Let go of her motherfucker!" Spidey pulled them apart and grabbed the guy by the neck as he stood in front of the man. "Let a another hand on her and trust me you will be send to the hopsital in a box." Spidey threating the man, he pale as Spidey toss him out of the alley with super strength.

"Yo boss, wants us to end this kid?" Spidey turned around with his spider sense tingling rapidly and saw a bunch of them walking towards him. Spidey slowly reach for his left side as he turns off the stealth camo off the blade and got into a quickdraw stance.

Spidey whispered to Aelita to run away and call the police, then he push her away before Spidey was circled by the entire gang.

Aelita was hesitant but eventually ran away, a couple tears running down her face as she pulled out her phone, all she can do is wish that Spidey will be alright. She rans to Kadic.

A few minutes earlier...

Meanwhile back at the school Raiden and John Cena and AJ Lee were lying around watching TV in Spidey's room. They were having a peaceful day until Dawn suddenly opened the door and came inside gently. "Hey guys, what's up?" She said with the calm tone. "Oh nothing, Dawn. Hey do you know what happened to Spidey, Riley has searched the whole school. So much of the area he can't find his scent. Where could he have gone?" John asked.

"You mean you don't know?" Dawn asked.

"What? You know where he is?"

"Well...yeah." AJ admitted. "I heard he took Aelita to the movies. I saw them leave the school earlier."

"Kinda like they were on a date." Raiden chuckled.

"What?" The sound of her angry voice forced the boys and girl and Pokemon and Riley to cover their ears with their hands and paws. "I thought Aelita was still moping over Jeremy. I never thought she'd steal him from me like that! She's a lot sneakier than I gave her credit for." 'Then again, we could work out a situation for me and Aelita to share him.' Dawn thoughts.

Dawn turned around and headed for the door. "Where are you going?" Blade Wolf asked.

"I'm going to find them of course!" She said closeing the door behind her.

"But Dawn...they left hours ago." AJ Lee sighed because she knew she was long gone and couldn't hear her.

The dark blue-haired former Coordinator ran across the school and headed for the entrance. But before she got there she heard someone crying, Dawn's concerned state comes into play as she went to find the source. She was met with the sound of Aelita's crying as she ran into the school enterance. "Aelita! What's the matter?" Dawn asked in concern, Aelita looked at her friend. "Dawn it's bad Spidey is surrounded by some gang in an alley way, he told me to call the police and get all of you to help him." Aelita said, which made Dawn gasp in shocked.

Dawn turn on her watch. "Guys we got a code major red." As soon as they heard it, Raiden and rest of the gang heard it also. They got out of their dorms rooms quickly as Riley run to Dawn and Riley. Riley barks, asking where is Spidey? Aelita told follow her as they run to the alley where she last seen Spidey.

Back at the alley...

Spidey looked at each individual man. Neither of them looked really impressive, it was just the numbers that intimidated him. 5-1 isn't very good odds for Spidey, unless you an superhuman, you are really real shit now!

Not wasting time, Spidey unsheathed his katana and landed a round house kick against one of the goons and landed a couple good extreme fast punchs against a couple others. He puts his blade to his foot as he took off his shoe and did some break dance moves killing two guys before they even came at him. He unsheathed his blade and put back on his shoe.

Then when Spidey turned around his spider sense goes off just in time as he dodge a punch by the leader. If that one punch would almost knocked out Spidey and would caused tremedous pain in his head. Spidey smile darkly, taunted him as the leader trying to punch him again and again over the time but Spidey dodge with speed until Spidey had enough with this guy as he jumped back from him and super kick into his chin as he was send flying into a dumpster. Spidey dusted off his hands. He turned around again and this time he walked right into a punch by another goon. That one punch almost knocked out Spidey but his head is hard like an hammerhead shark and caused tremendous pain in his head. He put his hand on his forehead to check the damage, its turns out he has an open cut on his head and he's bleeding bad.

He looked over at the goon and noticed that he has something attached to his hand, which he determined was brass knuckles.

'I hate those things.' Spidey thoughts.

Then like vultures, the goons began to punch and kick Spidey repeatedly while he laid on the ground, defenseless.

"Get em up!" The boss ordered pulling a knife out of his pocket. With help of the goons, Spidey staggered to his feet, completely drained of his strength.

"Say goodbye kid!" The boss sharpened his knife and before he can deliver the final blow, he was tackled to the ground by a shadowy figure. Revealed to be Riley as he tore the throat of the leader.

"Arf!" Riley bark as he stood in front of his master, when the others dropped Spidey and tried to help their leader, they were met by more shadowy figures which were Spidey's friends. This caused a huge brawl to erupt.

"SPIDEY!" The bloody boy heard both voices call his name and he was met with two soft hugs. He looked up and saw both of tear stained faces of Aelita and Dawn."It's ok, it'll be ok..." He heard them whisper as they tried to help him up, both of his arms around their necks for support.

"Hey girls!" Aelita and Dawn backed up as they saw the now beat up boss, bruises all over his face. The worst part, he's still holding his knife.

As the bloody Spidey saw the man run at Aelita and Dawn with the knife in hand, he used the last of his strength to jump front of them and stand in the way of the blade in order to protect them. A few seconds later, "AHHHHHH..." Spidey let out a scream in pain as his hard six pack ab stomach was penetrated by the shrap knife. Just as fast as the blade entered it left and the villain pushed him to the ground.

As Spidey fell to the ground, he heard of his little gang the Pokemon and Riley and Aelita cry out his name in fear and sadness along with Dawn. As he drifted in and out of consciousness, he finally heard the sounds of police sirens coming from just outside the alley.

Then everything suddenly turned white before to black...


	6. Chapter 6

Chapter 6: Confess to two love interests and getting out of the hosptial and into a new world!

In the hospital...

When Spidey finally woke up, the sun was shining bright and a little bit peeked into his eyes. He looked around and noticed that he wasn't in his dorm with his roommates, he was in a hospital bed. The walls were bland and boring execpt for a few pictures from sicks kids from the past.

On top of that, pain in Spidey's head and stomach made it clear, last night was not a dream, Spidey looked around the room and notices his sword and whip on a table near him, and he looked down and saw two certain someones with bubblegum pink hair and dark blue hair resting their heads on the foot of the bed, by their lack of moment Spidey determined that they fell asleep along with his pals, Riley, Blade Wolf, Beautifly, and Pikachu. Near the Muramasa blade and bullwhip were his beyblade and launcher and gear and the belt with the Pokeballs and his backpack.

"A-Aelita? D-Dawn?" Spidey said softly, so soft that they reamined asleep. Suddenly, his spider sense goes off as there was a loud creeking noise and Spidey turned his head towards the doorway.

Max and Tyson were standing there, open containers of yogurt in both their hands and smiles on their faces. "Your finally awake!" Max said, letting out a sigh of relief.

Tyson walked up to him and punched his arm softly. "So how's our hero feeling?" Tyson asked with a smile, Spidey took notice with the bandage upon his face. He felt the wound on his forehead heal quickly due to his healing ability, he gently took off the bandage off his head.

"How do you think I feel?" Spidey said with a smile, which quickly faded. "How long was I out?"

Max pulled up a seat from the corner and sat down. "Only about a day, doctors said that the surgery was successful but with your healing ability all of the wounds on your body are healing quite nicely and that yuo should be out in 2-3 days."

"Great..." Spidey rolled his eyes, not happy with being stuck in the hospital for that amount of time.

"Hey be happy you survived!" Tyson said leaning against the wall. "If we didn't show up when we did, those thugs would've finished the job even if your an superhuman spider or Ultimatrix wielder."

"It was you guys that saved me?" Spidey asked, sitting up in the bed upright, looking at Max and then Tyson.

Tyson nodded his head. "Me and the entire gang hurried over when Aelita called Dawn to us and told us what happened. Crap even Kai got rid of their boss with the knife."

"Kai?!" Spidey asked in shock. Even with the troubles between the both of them in the past and rocky relationship, Kai defended him.

"Yeah, he was really concerned when he heard the news." Max said, looking out the window before turning back to Spidey and placed a hand on his shoulder. "We're all just really happy that you're alright."

"Thank you." Spidey said with a smile before looking down at the sleeping girls again, he noticed that Aelita still dressed in the same clothes she wore last night. "What about them?" The tone in his voice is full of concern.

"They're alright, thanks to you." Tyson said with a smile. "If you weren't there, then they would be in the same positions as you if not worse."

"They refused to leave your bedside, they were crying all night for you." Max said with a smile, before standing up. "You're their hero!"

Max's final words made Aelita and Dawn jump a little, they rubbed their eyes a little and when they looked up they met the smiling face of Spidey. "Spidey!" They cheered, jumping up to give Spidey an either side affectionate hug.

Spidey cringed in pain, but he didn't complain and hugged them back.

"We better give them sometime alone." Max whispered to Tyson and they got Riley, Pikachu, Beautifly, and Blade Wolf up as they exited the room. "Sweet breakast!" Tyson silently cheered as he followed Max.

"Thank you so much Spidey!" Aelita and Dawn cuddled into his chest. "What you did was the bravest, nicest, and selfess thing we ever seen!"

"No need to thank me, my little mates." Spidey told them, rubbing their backs in a comforting manner. "Just knowing that your safe is the only reward I need."

Aelita and Dawn raised their heads and both stared into his eyes, some fresh tears forming in her eyes. "Do you really mean it?"

"Of course I do." Spidey smiled, wiping the wet tears from their eyes. "I'd do anything for both of you, Princesses."

Spidey suddenly had a revelation, the reason why he only found one of his partners was because he couldn't feel anything without a second partner. His true loves has been in front of him the whole time and he's happy at himself since it took him this long to realize it.

After a few minutes of staring into each other's beautiful eyes, it seemed like neither of them couldn't take it anymore. Spidey and both girls tilted their heads and leaned in for a long three way passionate kiss. After a long while, three of them finally separated.

Aelita looked like she was on Cloud 9. A relaxed smile is perched up on her face. Ever since she met the gang, all of them thought she would end up with Jeremy including herself. Which it did happened, but with him gone who will she count on to take care for you.

Secretly, Aelita has been interested in Spidey for a while but has been too scared to pull the trigger even with Dawn, a main reason for this was because she was afraid of what the others would think about it. Now Dawn has being her friend well she can share Spidey with her that she really doesn't care about what they think, all she knows now is that she needs Spidey."

"Does this mean what I think this means. I mean even if say I love you." Spidey asked, as large smile across his face as he stared at both their faces of the girls. How did he not notice how beautiful they were earlier?

"We love you too." Aelita and Dawn has matching smiles across their own faces, Dawn let Aelita to turned her head and drove in for another kiss as Dawn rested on his chest napping with her arms wrapped around Spidey's body.

As Spidey and Aelita were in a middle of a passionate kiss, the door creaked open and Kai entered the room and smirked when he saw the teens. He wore an purple pants with a purple top and black vest above with red stripes and yellow buttons. White scarf and cobalt blue face-paint, black fingerless gloves, and black boots/shoes with his belt holding his Beyblade launcher and beyblade. Then when the love birds didn't notice him, he crossed his arms and cleared his throat loudly causing the two teens to break apart.

"Oh sorry, was I interrupting something?" Kai asked, a smirk still visible on his face.

"N-No, we were just, uh…" Spidey scratched his head, trying to think of a legitimate excuse.

Kai shook his head and began walking towards his fellow teens. "Whatever it's none of my business." He said, standing over Spidey's bed. "Aelita, can you leave the room for a second so Spidey and I can talk privately?"

"Oh, um sure, I guess…" Aelita said as she got off of Spidey carrying Dawn in her arms and walk out of the room, closing the door behind her.

"How're you feeling Spidey?" Kai asked, pulling up a chair and crossed his legs casually.

Spidey just shrugged his shoulders. "Good, I guess."

"Well, you're lucky we came when we did." Kai reached into his pocket and pulled out a couple pieces of gum. "Want one?"

"I'm good, thanks." Spidey said, facing his head towards the ceiling. "But why'd you do it, I mean we've had a rough relationship in the past."

"Let me just say this Spidey." Kai moved his chair a little closer so Spidey can completely hear what he's saying. "You and me are not friends and we'll probably never be friends, but I have respect for you and you have the right to live just like everyone else."

Kai nodded in agreement, they don't have to be friends but they have enough respect for each other to help each other when they need it. But hey they already friends after that event with Black Dranzer beyblade.

"You have anything else you need to say to me?" Kai asked, getting ready to stand up from his chair.

Spidey thought about it for a second. In the past, he would've given Kai a piece of his mind because he going out with Juila. But that was before he realized his true feelings and found his soul mates in Aelita and Dawn. He does still care about Julia but he sees her in a big sister role now, like how Aelita sees Jeremy.

So Spidey just shook his head. "No, you can leave if you have something to do."

"Yeah, I promised Ray I go and battle with him." Kai said, standing up from his chair. "So I'll see ya later Spidey."

"Alright, later." Spidey said as Kai left the room, then Aelita returned a few minutes later.

"That was fast." Aelita commented as she walked towards the hospital bed. "Is everything alright?"

"Yeah, he just wanted to clear the air."

"That's good." Aelita pushed the chair Kai was sitting in towards in the direction were Ulrich's head is. "Now where were we?" Aelita tilted her head down and the two madly in love teens resumed their make out session.

A few hours later...

After they discharged Spidey from the hosptial they head to the school and well since it was dark outside they went to sleep.

Back at the factory...

In the supercomputer room, there was some things going on, in the scanner room three forms were coming out from Lyoko as the doors open up and three figures step out of them, the figures were Ulrich, Odd, and Yumi Lyoko forms as they have rides in their hands(the season 4 and 5 Lyoko forms) the third scanner doors closed again and second one did the same as it open again and revealed Aelita in her Lyoko along with Riley who looks like to the real one. They head for the elevator and go in as they took an another floor down and they saw the battery for the supercomputer, Odd walks to it and pulls the lever down shutting it down. Aelita was not effect by it due to the fact before that Jeremy died he already did away with antivirus for Aelita and the virus is not in her and the Lyoko forms didn't shut down either. You see they were to merged with the originals to give them their powers, weapons, rides, and costumes. They head for Kadic school.

Back at the school...

Aelita hadn't slept well this night. She spent most of the night tossing and turning.

In her dream...

Aelita was sitting on the brench by the vending machines when she saw Jeremy coming to her smiling brightly as Aelita's face lit up with happiness on her as she got up and hug him. "Jeremy." She said with bliss.

But something was off about him. She and him sit back down as Aelita was back away from Jeremy a bit.

"Hey Aelita. So what's up?" Jeremy asked with a nervous smile.

Aelita mock pouts at him. "You really are one of a kind you know that?"

"I aim to please Aelita."

Jeremy shifts over to Aelita's side. When he moves to touch him Aelita backs off he'll devirtualized on contact or something. "It's alright Aelita. Take my hand" he holds it out.

Aelita pauses her for a moment and thinks about it and slowly reaches for it and gently takes his hand. It's warm and he's still here. Aelita looks up into his eyes "Jeremy."

"Aelita?" Jeremy responds to her.

"What's happened?" she ask him.

"You tell me. It's your dream Princess" Jeremy gets a smirk on his face as he say the nickname for her.

Aelita can't help but smile in return but she can't help think this is all wrong. "Is this a dream or a nightmare?"

Jeremy tightens his grip on Aelita's hand "Yes it is but that doesn't make it any less real at least to you"

"So I'm not faking this time? Because the last thing I remember was moping for you."

"No your not faking but really Aelita I thought you would have learned that moping is a very dangerous thing. When you were dazed by the sun you may trigger a faker." Jeremy informs her as he adjusts his glasses.

"Ok you know a lot someone who is..." Aelita can't finish the sentence.

"Dead Aelita. You can say it."

"No I can't" she says back to her.

"Sure you can, you said it to your newest secret boyfriend. You tell anyone who asks about me. Like I don't know Spidey Parker."

"I can't say it. Not here. Not to myself. It hurts so much" Tears form in her eyes.

Jeremy moves in and wraps his arm around her "I know it does but this isn't good for you. You're actually having to remind youself to think about the good times. That should be given. It's time to let go of me"

"I can't. I love you"

"I love you too but I'm not the only one and it's time to let him in..." Jeremy breaks the hug and points at Aelita's heart "here"

Aelita's brow furrows with confusion "Are you asking to forget you?"

"No I'm asking you to do what you have done for everyone else. You accepted my death and moved on. Have you forgotten about me?"

"No of course I haven't"

"Excatly you cherish your memories of them and move on"

Aelita's mouth hangs open. "That's exactly what Spidey or Dawn said"

"Yeah I know. For once I'm glad that you got yourself a boyfriend who has the same smarts and better looking then me. But he has a good heart" Jeremy says with a note of jealously in his voice.

"Jeremy I told you..."

Jeremy cuts her off "Yeah, yeah, you and Spidey are just friends for now. Answer me this if you hadn't left Lyoko and I hadn't been around would you have considered a relationship with him and share him with Dawn."

"I,...I" Aelita can't answer it.

"Think about it, someone close to my IQ and a good sense of leadership and powers and say you don't think he's handsome"

Aelita speaks honestly "No I can't say that. He was, he is my friend but I had you"

"And at one time I was just your friend" Jeremy reminds her. "So now answer my question"

"Honestly?" she asks.

Jeremy nods and pushes up his glasses.

"Yes I would thought about a relationship with him." Truthfully Spidey had cared for her, perhaps more than he was willing to admit himself but he's loves Dawn and in the end he had chosen Dawn. But he if has enough love to go around, he will probably love Dawn and Aelita.

There's a silence. Aelita gets worried "Jeremy, are you going back to the computer, please don't do it again?"

Jeremy bursts out laughing. A loud all consuming laugh. Aelita is confused and worried. "Jeremy what's so funny?"

Jeremy get his laughter in check. "Oh it's just I stopped being mad at you after the second day when I was busy."

The second day? "Jeremy you left me for a week with that supercomputer"

"I know" Jeremy starts laughing again.

Aelita folds her arms across her chest and waits for Jeremy's laughter subsides "Oh you know perfectly well that look doesn't on me"

"A week Jeremy. Why did you leave me for a week?"

Jeremy shrugs. "I just wanted you to stew and it proved to me how much you loved me"

"I still love you" Aelita feels the need to add.

"And you always will. Doesn't mean you should drown yourself in sorrow and grief and try to kill yourself before you became happy again. I'm glad to Spidey had made a dent in that before you did it"

"What do you mean?"

"Are you happier since he's around now? And remember you don't lie"

"Yes" Aelita keeps the answer short.

Jeremy stands up "Right then that's all I needed to know. Well that and the fact I needed you to realise it"

Aelita rather concerned "Where are you going?"

Jeremy starts to visibly age and devertulize slowly in front of her eyes "Aelita I'm not really here"

Aelita reaches for his hand and grabs hold as Aelita stands up.

"Aelita let go" Jeremy says in a soft voice.

Tears are rolling down her cheeks. "No"

"Aelita you don't keeping dreaming about me. Stop living in the past."

"I need you" she pleads.

"Aelita I'm always around I'm just your guardian angel" his now wrinkled face and now disappeared legs has a smile and a glint in his eye. He points once more at her heart. "I'll always be here with you but not just alive as your guardian angel. I go where you go you see I see and I hear you hear. Let this place go. Let me go"

Aelita is torn. She understanding his point about letting go, moving on but for some reason she can't do it.

"Aelita? Aelita! Are you there"

Aelita and Jeremy turns to the voice and stood in front of the vending machines about 40 yards away is Spidey Parker in his spider suit "Spidey?"

Spidey has his hands on his chest and an annoyed/worried look on his face "Yes and what are you doing on the bench? There's work to do so get up or I'll come over there and slap you silly"

Aelita is so taken aback she doesn't realise she lets go of Jeremy's hand. Jeremy smiles and fades as he devirtualized fully behind Aelita mouthing in silence "I will always love you Aelita"

Aelita blushes and you know what? She justs runs at Spidey and tackles him to the ground, Aelita on top, she places her hands on Spidey's forearms, pinning him to the ground, preventing any further escape attempts. The boy was at her mercy. Her legs straddled his stomach, grabs his face and pulling her to his face and kissing on him.

When she finally did get to sleep she awoke only an hour later from the dream where she and Jeremy talk about letting him go but Aelita knows now she loves Spidey with Dawn and shares with him.

After that she got out of bed and she came to his dorm late one night out her sleeping clothes but with a backpack of her stuff inside. She open the door silently as she peered in the room of Spidey, John Cena, Raiden, Blade Wolf, Riley, Pikachu, and Beautifly. Aelita comes in as she looks at Spidey who was half asleep and she looked like some sort of angel out of his dreams.

And he was certain that she had told him Jeremie had let her go in a dream. He was too sleepy to feel her kiss his cheek.

Aelita gets out the room, closes the door and heads for the Eiffel tower in Paris, France which is the school in but she has an encounter with her Lyoko form but the form made no threats to hurt her, Aelita Lyoko helds out her hand and Aelita knows she wants to merged with her, they touched and suddenly the Lyoko form turns into data as she goes into Aelita Stones real one and Aelita has her abilities, wings, and energy field, and costume for as she runs into the forest and changes into her Lyoko form as she was surrounded in an bright pink sphere and she looks down on herself and smiles in approved, her hand wiping over her bracelet, pink energy wings sprouting from her back. Flapping them as she took to the air and heads for there.

Back in Spidey and his roomates room...

Spidey sleeping peacefully he starts to have an dream...

Spidey saw Jeremy stood on the other side of his shoulder gave a slight grin and pushed up his glasses. He looked content, happy even.

"Don't worry about me, I'm doing awesome!"

His words lifted him, he felt proud. Everywhere he looked was white, the color of good and innocent, while Jeremy were right in front of him, complimenting Spidey. His words were repetitive and sounded nothing like how they would talk, but it was nice.

"I'm here to help," Spidey claimed.

Suddenly, Jeremy frowned. He looked behind Spidey sadly. The picture was turning gray. Curiously, Spidey turned to find the last member of the group.

Aelita was facing awya from him, curled into a ball. She was letting out loud sobs that Spidey was surprised he didn't hear earlier. Every cry she gave out made things darker, until there was blackness surrounding him and Jeremy. Pressure on Spidey's shoulder caused him to turn his head.

Jeremy was there. He spoke softly, a whisper that Spidey nearly couldn't make out, "She's the one that needs your help. There's nothing you can do for me."

An second Jeremy was over his other shoulder with a maroon turtle neck shirt. "She's the one in danger. You're the one that can help."

Spidey didn't want to nod. He wanted to argue and kick up a fuss that Jeremy were the friends that needed the help. But his subconscious and Bit Beast didn't agree.

He looked away from Jeremy with sky blue turtle neck shirt- no, I didn't want to do that. Spidey stride towards the girl- no, wait, take me back to my best friend. The more he walked towards Aelita the further away she became-that's okay let's go back to Jeremy in the white light.

No matter how much Spidey fought with himself, his feet carried him to Aelita.

Spidey sat up in bed with shocking results, he felt an wet kiss on his cheek, Aelita was here before she left somewhere, out this school, the kiss told him that Aelita was secretly in love with him after Jeremy was killed and the date, Dragoon tells him that Aelita is at the Effiel Tower? Effiel Tower?! That's the highest point in Paris.

Spidey gets out of bed as he turns on his spider suit and suddenly with a disappearing act some of his stuff went into Spidey's backpack, Spidey's weapons switchs out and gets on him, he starts to wake up everyone in this room. "Raiden! John! Blade Wolf! Riley, Beautifly, Pikachu! Wake up!" Spidey yells as they woke up quickly.

John rubbed his eyes, "Spidey do you have any idea what time it is?" John yawns.

"Guys I think Aelita is about to kill herself again!" Spidey saids with a worried face.

John and Raiden perked up quickly. They quickly get out of bed and quickly packed their stuff and Raiden gets into his Custom body by a spark of lightning just as John Cena gets into his costume of Cole MacGrath from the first Infamous game black and yellow due to the fact he has electric based powers. They get to the balcony and open the doors just as Riley get up with Blade Wolf as an another Riley but it was the Lyoko form as it combine with Riley and they jump out with Pikachu on Spidey's shoulder and Beautifly flew into the air, Raiden call the gang as they got up and like Raiden and John pack their stuff up, Odd has Kiwi in an dog bag, gaining their Lyoko forms, Yumi came to the school and has her stuff inside an black backpack on her back, Spidey gives the beybladers nanosuits who they had super powers from Saint Rows 4, T-Bone and Razor in their costumes, AJ Lee in her black sneak suit has bending the element powers, Gwen in her Lucky Girl costume, and Madoka in her Pegasus outfit (Spider-Man Unlimited story) and has Big Bang Pegasus beyblade. They head for the Effiel Tower as they saw police and firefighter seeing Aelita was about to do an death dive from that height, Spidey and the group got up to the top quickly just as Aelita slowly tipped her body forward. As her body lost its connection to the building, Spidey and the group were shocked but they quickly went after her over the edge, and they began its swift descent to the street. As ground neared for them, Spidey Parker, and the gang saw a flash of blue light, and then saw nothing.

Metropolis

Spidey, Aelita who was laying on Spidey's body after he save from certain death, Yumi, Odd, Ulrich, Riley, Pikachu, Beautifly, Dawn, Piplup, Blade Wolf, T-Bone, Razor, Raiden, John Cena, AJ Lee, Rex, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin, Gwen, Zoe transformed into Kazemon again, and James Heller knew they weren't dead. The dead don't feel pain, so that meant that they'd once again cheated death. As Spidey and the group pulled themselves off the ground with Aelita held Spidey's arm in her arms as Dawn notices it and well she thinks she has to share him with Aelita now, they took in their surroundings. They could tell that this wasn't Paris, France anymore. They would have remembered a building with a huge golden planet statue that towered high enough to be seen in the alley they were in. "Is everyone all right?" Spider-Man asked as they nodded.

"Great," Spidey muttered as the group looked around the city, "Instead of being killed by an death dive, we wound up in who-knows-where." They began to make their way out of the alley, but Spidey's spider sense and Riley's growling goes off as Riley growl in the direction of footsteps were sounded. They turned around as Riley was growling at to see several muscular men in black pants with red helmets on their heads with grey bird wings coming out of their backs, and spears in their hands. In their minds they were mentally laughing that these men has fake wings and non real spears in their hands. Odd Della Robbia was mentally connected to minds of the group with the help of Bit Beasts and makes jokes.

"Halt, humans!" one of them shouted. "Show us your identifications, or all of you will face punishment!" Spidey and everyone's elses laughing states go down and replaced with anger, which had been simmering until now from XANA killing Jeremy Belpois, boiled forth.

"You want to know who are we?" Spidey asked, slowly reaching for his launcher and the other one reaching for the beyblade and Madoka and Tyson and the others does the same, Raiden turn off his stealth camo on his sword as he procceded to unsheath it, "We are..." they quick draw their launchers and beyblades and Spidey sets up his engine gear, Ulrich and Yumi got out their fans and swords, Aelita has her energy field spheres on her hands static with pink energy, Heller has Hammer Fist out, Rex Smack Hands, Raiden unsheated his HF Murasama blade, Pikachu's cheeks has electricity on them ready to Thundershock, Beautifly eyes narrowed, Odd cracking his knuckles. The beybladers put them on, in the launchers and aim at them, "LYOKO WARRIORS! LET IT RIP!" Spidey and the others yelled and pulled, swing, fire them as the beyblades spun at high speed and gathering wind around. "We're also in the mood for some KFC chicken!" Spidey said. "ATTACK DRAGOON! GALAXY STORM!""Driger! GATLING CLAW MAXIMUM!""Everyone ATTCK!" Spidey and Tyson and the bladers commanded and Ray commanded as green lightning shot out from his hands and onto the beyblade as it get struck by lightning and glows a greenish yellow aura as Ray does some cool kung fu moves Driger MS moves with super speed to the right and left and the beyblades zoomed at them, the white and HMS beyblade unleashed an white tornado surrounding them as the beyblades unleash their special attacks, everyone unleash their attacks on them blasted all of the aliens out of the alley and across the street. They hit the ground, wings bend, body burn a bit, broken, and unconscious, but alive. Spidey and everyone else looked up to see a ship hanging in the air. It clearly wasn't human, if the bird-men flying protectively around it any indication. Feeling that they still needed to vent some anger. Spidey called Pidgeot, Swallow, Dialga, Palkia, Articuno, Zapdos, Moltres. "Dragoon! Come out!" Spidey and Tyson commanded as they came out from the beyblades in an fearsome roars. "Dranzer!" Kai yelled as Dranzer came out in eagle screech. Spidey hopped on Dragoon as Dawn got on with him, Aelita flew up to Dragoon's head with Pikachu on her shoulder as Beautifly flew up there, Madoka call out Pegasus as the blue winged horse snorted and she mounted him, Ulrich, Odd, and Yumi got on their vehicles Overbike, OverWing, OverBoard, some of the beybladers who don't has flying Bit Beasts got on the flying Pokemon, the bladers who has flying Bit Beasts they got on them, James Heller hitched a ride with Yumi, AJ airbends a twister under her as John uses his Static Thrusters with powerful results as they flew into night sky, T-Bone and Razor in the TurboKat with Raiden and Blade Wolf riding on it, Riley was on Dragoon with Spidey, Dawn, Pikachu, Aelita, and Beautifly, Rex his Boogie Pack as he carries Kevin and Gwen by their stomachs and heads towards the ship.

Thanagarian Prison Shuttle

Six members of the Justice League, some of Earth's greatest heroes, had been defeated. They had been betrayed by Hawkgirl, one of their own. Trapped in a sphere of run sun radiation lay Superman, the Man of Steel. In another cell, Wonder Woman, Princess of the Amazons, was bound to a pole by her own indestructible lasso. Near her cell was Flash, the Fastest Man Alive, pinned to ground by gravity generators. Across from him lay the Martain Manhunter, the lost son of Mars, held by metals that he could not phase through. At the end of the hall were the cells of Batman, the World's Greatest Detective, and Green Lantern. The Lantern had been stripped of his power ring, and was thus helpless. Batman was simply not seen as a threat. A sense of defeat hung in the air, along with silence.

But that was about to change like right about NOW!

But that silence was broken by the sound of shouting and gunfire. The Leaguers tried to see what was going on, when the door to the cell chamber exploded and send flying to the other side as it timber to the ground with a resounding thud. A semi-broken Thanagarian fell to the ground a few seconds later. Inside the chamber door way stood Spider-Man and the gang along with Dialga and Palkia, Beautifly as she flew in as Riley and Blade Wolf walked in with the others with beyblades spinning fast on the ground. They looked at the brightly-clad people before them as Pidgeot and Swallow flew in with the three legendary birds.

"From what we can tell," said Spider-Man, "these chickens are the bad guys. Please tell me I'm right, because me and my gang are in a very very bad mood, and we don't want to make it worse by finding out that we broken the wrong guys." They examined the captives closer.

Superman spoke up. "We're the Justice League. We fight to protect the Earth, and the people who lives here."

Aelita, Odd, Madoka, and Yumi all tilted their heads. "Justice League? Seriously? Nobody thought that name was a little corny?" Odd snicker a bit.

Flash tried to raise his head, but the gravity was too strong. He managed to say, "See? I'm not the only one who thinks so."

Spider-Man stopped in front of Wonder Woman's cell, and his eyes narrowed. He never did like the mistreatment of women, and this was a very clear example of such. Raiden saw it too and his eyes glowing red eyes. He punched the controls to the cell, and the force field lowered. "Don't move." He warned with the Ripper voice. He walked to the metal pole and he spread his legs apart, placed a finger on the trigger of the sheath, and held a hand over the handle. He squeezed the trigger as the crimson katana launched from it in the same small fiery explosion, he snatched the handle of the blade in midair and swung it at the pole slice the pole in half right side of the pole to the left side in quick time.

Wonder Woman was able to use her super-strength to pull herself free. She slid out of her lasso, and then attached it to her hip. "You know," she said, "you could have just united me."

Raiden shrugged as he twirled his blade in his right hand. "Sorry. My hands could've cut through that lasso of yours." He turned around and began walking out of the cell with Spider-Man, but they stopped and their heads back to Diana. "By the way," Spider-Man, "I'm Spider-Man, this is Raiden, that's Pegasus, Pikachu, Beautifly, Wildcat(Odd), Samurai(Ulrich), Ninja(Yumi), Pink Angel(Aelita), Piplup(Dawn) and her Pokemon Piplup. And the Bladebreakers, White Tigers X, BEGA, Saint Shields, PBB All Starz, the Majestics, Blitzkrieg Boys, F-Battlion Dynasnty, Team Zaggert, Cole MacGrath(John Cena), Korra(AJ Lee), Dialga, Palkia, Articuno, Moltres, Zapdos, Pidgeot, Swallow, Riley, Blade Wolf, Rex, Lucky Girl, T-Bone, Razor, Kazemon, and Blade(Kevin). Oh last one is Heller. Who are you?"

Diana smiled. "People call me Wonder Woman." Spidey and Raiden had noticed her golden tiara with a single red-star design encircled her head. She wore an armored garment that looked to be mix of a strapless one-piece swimsuit and plate armor; the upper part was red, with a golden-metal double 'W' crest across it, while the lower part was blue, and dotted with white stars, and a golden metal strip encircled her waist where the two parts met, where the same lasso of golden yellow shining rope was resting. The same silver metal armlets encircled her wrists, and red long heeled boots with a white line going down and that went up to her mid calve muscle, she didn't wear much else. Spidey was glad that his mask was covering his face, because he would probably be blushing at the fire sight of this beautiful woman. Raiden looked away.

Any further conversation was halted, "SPIDER-MAN! WE GOT TROUBLE!" Aelita yelled as the appearance of a dozen Thanagarian guards rushing through the remains of the door. "Get your friends out! Me and my gang take of care this!" "Galeon!" Lee yelled as the black beyblade zoomed at them, suddenly the engine gear inside the Beyblade engage, "Hit them with your Spiral Lightning!" The beyblade was surrounded in streaks of black/purple lightning as the Bit Beast Galeon appeared, he roared leading the charge at them as Spidey and everyone else rushed towards the guards with battle crys and punching, kicking, web slinging anything to keep them back from making their way through, leaving unconscious and stuck to the wall bird-men behind them as Spidey locked arms with Aelita and Dawn as they do the triple tornado kick at them. They kept another group of guards busy while Wonder Woman helped each of her fellow Leaguers escape their cells. It was here that Spider-Man and the group noticed that these people had superpowers. Well, four of them did. Wonder Woman could fly and had super strength, the Flash had incredible speed, well Ulrich has the same ability too and they match in terms of speed, Superman had all that and could shoot lasers out of his eyes, and the Martian could become intangible, in addition to super strength. Batman and Green Lantern, who had no powers, were still more than effective.

In short order, the already unfair fight became a beat-down. The few remaining Thanagarians were quickly subdued by the heroes and Pokemon. However, they were surprised by another group of guards attacking from behind but quickly fry by Zapdos' and Pikachu's Thunder Bolt and Beautifly's Silver Wind as she blow them away hard out the chamber. Wonder Woman was able to deflect the energy blasts coming from the guards' spears, but Wildcat and Spider-Man noticed a particularly rotund hawk-man carrying a very large cannon. Rather then risk one of their new-found allies getting hurt, "Dialga! Use Roar of Time on the man with the cannon!" Dialga's fin rise up fully extended as he roar and a dark purple ball of energy as he shot it at the man as he fired his cannon. The energy was deflect by the Roar of Time and zoomed over them coursed out. Had it hit anyone, the blast would have packed enough of a punch to be fatel. As it happened, Dialga had been aiming for the wall. A massive hole was blown through the ship. The city could be seen below. Pink Angel appeared in front of Diana as Spider-Man did the same with pink and blue aura energy balls in their, reason for that Spidey has Lurcario and he's an Aura Guardian like Ash. "Energy Field." Aelita say before she and Spider-Man use them to knock out the remaining Thanagarians, then turned to the League and the gang. "Anyone who can fly, and has an vehicle, grab someone who can't!"

Superman flew through first, carrying Batman; he has followed by the Manhunter, who was carrying Green Lantern. Wonder Woman was the last out, carrying Flash. Before she got too far, she turned back to Spider-Man and the group. "What about y'all?" she cried.

They grinned her. "Don't worry," Spider-Man said, "We're got it covered." James Heller runs at the hole as he jumps out and glides down like flying squirrel without the wings, Aelita picks Spidey with her wings on her back as Pikachu got on Swallow, everyone did the same thing when they got up to that prison ship as they flew past Wonder Woman in blurs of colors. "Let's get the fuck out of here!"

Flash looked up at the princess holding. "You know, it's possible, and I could be wrong here, but it's possible that they are on our side."

Metropolis: Street Level

The Justice League and Lyoko Warrior group(Spidey and the group) had managed to evade the Thanagarians, and had found shelter in a clothing store. Still needing to take their anger out on something, Spider-Man returned his Pokemon execpt for Articuno and catch his beyblade as Tala has Wolborg spinning on the ground and Spidey transformed into Big Chill by the Ultimatrix and they went outside. As the League caught their breath, Green Lantern turned to Superman.

"That x-ray vision working again?"

Superman looked at a wall. "Just enough to see every Thanagarian within a two-block radius frozen completely solid."

Flash gave a low whistle. "Now I know why he said 'Big Chill'."

Superman turned to Diana and the Martian, J'onn Jonzz. "Did either of you get anything from them? Are they really here to help us?"

J'onn shook his head. "I did not enter their minds, but I sensed no ill will towards us; only mild irritation."

Green Lantern looked at the Martian. "Why would they be annoyed with us?"

Flash gave a small smile. "Maybe because the guys who always save the day needed saving?"

The rest of the League rolled their eyes, while Diana shook her head. One of the many gifts given to her by the gods was the ability to read emotion. "I sensed anger, pain, and despair; whatever happened to them was terrible, and it nearly broke them."

Flash looked down, a little ashamed of himself for making jokes at the expense of someone in pain. Everyone else paused, lost in their own thoughts. The moment passed as the blue mothman that was Big Chill phased through the ceiling before he did that he returned Articuno to her Pokeball landing in middle of the group and opened his wings to let out the group, don't ask how much he can fit in there, and closed them as the group with the Beyblades caught them and put them back.

In an eerie whisper of a voice, Big Chill spoke up as he raised his head up to them. "That's should take care of any trouble for a while. What's next y'all?"

J'onn spoke up. "The whole city will be covered by now."

"Maybe we'll get lucky and they'll all go home." Flash quipped. The others looked at him.

"Trust us," Aelita and Pegasus and James Heller said darkly, "we're never that lucky."

"A little optimism can't hurt at a time like this!"

Before the group could reply, a booming voice could be heard from outside.

"THIS IS THE VOICE OF THE THANAGARIAN OCCUPATIONAL AUTHORITY. THE JUSTICE LEAGUE ARE ESCAPED PRISONERS AND VIOLATORS OF OUR MARTIAL LAW. THEY ARE TO BE CONSIDERED AN ENEMY, AND DEALT WITH ON SIGHT. ANY PERSON OR PERSONS FOUND AIDING OR HARBORING THEM...WILL BE SUMMARILY PUNISHED."

Aelita, Odd, Yumi, Dawn, and Ulrich and Big Chill and the group glanced at Flash. "Optimism, really?"

The fastest man alive slumped. "Something like that, yeah."

Batman spoke, his voice laden with authority. "We're going to have to go underground for the time being. Keep low and rethink our plan of attack."

"How excactly do we hide when the whole city is looking for us?" Wonder Woman asked.

"Not to mention the fact that your costumes are about as stealthy as a Shag Carpeting concert." The League looked at Raiden in confusion.

"Seriously? No Shag Carpeting on this planet?" The cyborg ninja slapped his forehead. "Great, just fucking great."

"He is right." J'onn said, drawing the others' attention away from their new alleys as he held the sleeve of a nearby coat. "They're looking for our costumes. But without them, we are ordinary citizens."

As he spoke, the Martian shapeshifted into a human man in a brown trench coat.

"Whoa, wait a second!" The Flash exclaimed. "What about the whole secret identity thing? I mean, I trust you guys, but what about them?"

The speedster jerked his thumb in Spidey and his gang's direction. The blue alien and guys and girls narrowed their eyes dangerously along with Riley and Blade Wolf who has his visors over his eyes.

"True. You definitely can't trust all of us who pulled your sorry butts out of a prison ship. That would be stupid." He and the gang snarled the last few words, Riley just growled, their patience already at its limit considering they would rather back in their world than dealing with a group of incompetent, brightly-costumed heroes and saving an Earth that they were completely unfamiliar with.

"Whoa, little hostility there!" Flash reacted, lifting his hands in a passive motion and taking a step back.

"Look, we're didn't ask to be here," Dranzer(Kai) said in a cold voice. Driger(Ray) spoke. "We're didn't ak to play the damn heroes game again, especially after the hell that Pink Angel went through. We'll help you take your world back, since saving Earth is already a damn hobby of ours. But after that..."

Driger trailed off, letting the others decipher their intentions with their own imaginations. Wildcat said, "And as for this secret identity dilemma..."

With that, Big Chill lifted his hand to the symbol on his chest under the wings and slammed it. In a flash of bright green light, the mothman was replaced by the same young human man in spider costume and what really surprised the League was they reached for their right wrists with the nanosuits, Aelita, Odd, Ulrich, and Yumi they were surrounded in some smoke as the costumes of the nanosuits go into a watch and stood before them were some young men and girls, Raiden changes out of his custom body with the same clothes he has on before coming to this world with his blade inivisble, Chance and Jake has put up their costumes and TurboKat in an red pack on their backs, Heller shapeshifted back to his human state, Zoe out of her Digimon Form.

"I'm Spidey Parker, my friends Ulrich, Yumi, Odd, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen Tennyson, Rex Salazer, John Cena, AJ Lee, Jack Ryan(Raiden), Chance, Jake, James Heller, Riley, Blade Wolf, and my girlfriends Aelita Stones and Dawn Bertliz," the kid with the blue and red cap said, a notable lack of emotion in his voice as Pikachu and Beautifly got on Spidey's shoulder and head.

The others were stunned and jaw drop.

"Kids?" Lantern asked in complete disbelief. "You're telling me that these kids had to rescue us from the Thanagarians? We must be doing worse than I thought!"

AJ roll her eyes, "Check again tough guy. We been saving world about four years since Spidey was 10 years old and saving the world from two different universes with Madoka, Dawn, Gwen, and the bladers and Kevin Ethan Levin."

More stunned silence ensued.

"Since y'all were 10 years old?" Superman questioned, raising an eyebrow at Spidey, Dawn, and Madoka. Even the Lyoko Warriors were in disbelief in their minds at Spidey's story of a superhero even the others of his gang before he came to them.

They nodded and held up their watches and the bladers showed their Beyblades. "An alien device and super powers, a super high tech costume of nanotech, the Ultimatrix, the Beyblades with the Bit Beasts on them, was ejected from a ship in orbit to keep it safe from an intergalactic warlord before Gwen's cousin Ben Tennyson give it up but send it to my universe. It landed in front of me, and I used it over my entire summer vacation with the bladers to be a superhero. Then I gain spider powers at the age of 14 and my friends gain Saint Rows 4 game powers. That's the long and short of it. Until I had some Pokemon to help us and they became my partner.""For us, we sort saving the world from a nasty Computer program in an supercomputer in a virtual world known as Lyoko." Spidey and Ulrich said. The others explained their powers.

"And you've had these devices and powers and weapons ever since you were 10 years old and them that quick?" Diana asked.

Odd Della Robbia frowned. "Look, how about we go over our history after we sneak out of the city that is currently occupied by bird-man aliens."

Batman nodded in agreement before stepping forward and removing his cowl, revealing short jet black hair and piercing cobalt blue eyes. Spidey paused, recognizing the look in those eyes. They reflected the pain that he himself now felt. The pain of losing your whole life in an instant.(Background story, Spidey Parker has actually lost his friends like Gwen Stacy, Harry Osborn, Eddie Brock, and MJ his girlfriend. After he gain the bladers friendship, Dawn, Lyoko warrior friendship and Aelita just after Jeremy was killed)

Maybe they shared something in common after all.

"Bruce Wayne. Flash is Wally West. Superman is Clark Kent. Green Lantern is John Stewart. And You know Diana and J'onn," the billionarie explained.

Odd, Ulrich, Yumi, and Aelita and Spidey glanced over at Flash and smirked. "Wally? Really?" they laughed.

Flash sighed. "Shut up."

A few minutes later, every member of the Justice League was dressed up as a normal civilian, with Superman wearing a blue business suit and glasses, Diana wearing a long sleeve blue shirt, and jeans while tying up her hair in a long ponytail with a blue scarf over it, Green Lantern with a skull cap, brown hoodie and brown pants, Batman wearing a black leather jacket along with grey pants and a turtleneck, and Flash going with dark jeans and a brown jacket. Spidey and the gang stuck with their normal attire. Odd just got out Kiwi from his bag as he was on an leash, Riley just all right.

They were now standing outside in the alley that they had come through previously, Bruce poking his head out to see if the coast is clear.

"We need to split up. They execpt 39 of us," John S. strategized. "Who takes the kids and adults with them?"

Spidey and the gang gave the powerless Green Lantern a death-glare as Bruce spoke up. "We need to get to Gotham City. We can regroup at my house there. Try not to draw attention to yourselves."

The dark knight looked over the group. "I'll take Diana, Spidey and his gang. We can pose as a large family on the night in town."

Bruce then began to walk away, the ultimate hero and the gang and Amazonian princess following his lead. However, the billionaire felt a sudden chill as Spidey and his gang walked alongside him, full of empty gazes facing forward as the dark brown and brown haired boys spoke in a cool voice. (Ulrich and Spidey) "We'll pretend we're a family if we have to. But we'll are not calling you 'dad'."

The Gothamite glanced over at Diana with a raised eyebrow. She shook her head, warning Bruce not to dig any deeper. She could still feel the despair and rage but an new emotion was added into them, sorrow flowing from these young men and girls, John Cena, AJ Lee, Raiden, and James Heller, even from Riley the German Shepherd and Blade Wolf the LQ-84 IF Prototype cyborg wolf, so much so that it was almost painful. Then she realized something frightening that in their minds.

They were fully prepared to turn that pain, sorrow, despair, and FULL FURY OF ANGER on the Thanagarians, and they had the powers, weapons, and tech to act on those feelings.

Above the Gobi Desert

Onboard the Thanagarian mother ship, Shayera Hol, formerly a member of the Justice League under the alias of Hawkgirl, was at a loss for words from what she was seeing on the vid screen.

When Hro Talak, Commander of the Thanagarian forces and her soon-to-be husband, had discovered that the League had broken free from their prison ship and caused it to crash in Metropolis, he had been furious. In a rage, he demanded that recovery teams check the security feeds on the ship to find out how they had managed to escape. That was a few hours ago, and Talak had calmed down enough to think out the situation. While a formidable team, the Justice League could not hope to defeat the might of the entire Thanagarian invasion force. They were outgunned, and the Thanagarians knew all their weakness, thanks to Shayera's information.

Of course, this was before Talak received the images that were now posted on his screen. Images of mysterious humans, creatures, birds, a cyborg ninja, a virus, a man with lightning powers coming out from his hands, humans with spinning tops with a winged horse creature and large beasts with Dialga and Palkia, a human of using an ability to make weapons from his body. All of these humans and the Pokemon and Bit Beasts managed to break the Justice League out of confinement and fight off a legion of Thanagarian soldiers with these attacks and wind attacks and anything of the attacks with the Pokemon and took down an entire prison ship.

Shayera had no idea what this group were or if it was even from this planet(another universe), but she knew that it would make the occupation of Earth a lot more difficult. This group with these powers and weapons and creatures were a major wildcard; if it was able to commanded these creatures and the one was able to strangely transform which they find out that the frozen Thanagarians in the streets of Metropolis, what else could it be? How dangerous were they? If only they knew the true power of the Bit Beasts or the Pokemon.

At the moment, Talak was speaking over a vid-screen with Paran Dul, a female Thanagarian who was in charge of the construction of the shield generator, the one necessary to protect Earth from Gordanian invasion. NOT!

"Be aware that the Justice League has escaped, due to the interfernce of a strange, group of humans, creatures, and a cyborg in these costumes with these powers and weapons," Talak warned. "Stand ready for an attack." THEY GOING DOWN HARD!

"Any attack on this base would be suicide," Dul boasted, completely unconcerned about a possible strike on the Thanagarian forces.

"Keep me informed of your progress. Let nothing delay you," the Thanagarian commander ordered.

"By your command." The video screen then went blank. However, Shayera was more concerned with a topic mentioned earlier on in the conversation between Talak and Paran.

"Humans as slave labor?" She questioned, having overheard Paran mention using humans to lift and carry as well as any animal. The former Justice League member was concerned.

"Unfortunate, but necessary." Shayera took note of how little remorse her betrothed show as he said this before he continued, walking over to a nearby console to check up on a few details. "We are on a most unforgiving schedule. We must move as quickly as possible if we want to finish the hyperspace bypass in time."

Shayera's eyes widened, quickly walking over to look Talak in the eye. "I thought we were creating a force field for Earth!"

"That was simply our cover story."

Shayera pasued as dozens of thoughts raced through her head. But the first and foremost was...

"When were you going to tell me this?" she nearly growled. "Did you not think you could trust me?"

A long silence ensued, as both Thanagarian warriors gazed into each other's eyes, neither one of willing to back down. In all their time together, Shayera had never felt this angry at Talak, nor this betrayed. What was wrong with him?

"Follow me," he said quietly, snapping Shayera out of her thoughts. The Thanagarian leader began to walk away, and Shayera began to do as he said.

After about five minutes of walking and an elevator ride later, the two entered the war room of the ship, were Talak brought her over to a large screen used for battle strategy and tatics.

"As you are well aware, the Gordanian homeworld has been protected for decades by an impentrable defensive line," Talak explained, drawing up an image of the Gordanian home system, with their planet being shown as surrounded by legions of ships and spaces stations that make a frontal assault a fruitless endeavor.

"But this chain of hyperspace bypass will allow the full force of out armada to go around their defenses by jumping behind them, which will let us wage a direct assault on the heart of their empire."

Shayera saw what he meant, and it was strategically brilliant to be sure. But there was something else going on here. Something very very bad...

"Earth is the last link in the chain. Once we finish it, we can finally attack and annihilate the threat of the Gordanians forever."

The former Hawkgirl was beginning to hear a hint of what sounded like victory in Talak's voice. But that wasn't what was bothering her the most.

"But ripping a hole in hyperspace will destroy this entire planet, and everyone on it!" she protested.

"Unfortuately, yes," Talak said quietly, his voice becoming heavy, revealing how long and how hard he had been fighting this war, and what it will cost him. Thanagarians normally didn't believe in souls, but Talak still felt that he would face eventual retribution for his actions.

"For Thanagar to live, Earth must die."

Outskirts of Metropolis

As Spidey, Ulrich, Yumi, Odd, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen Tennyson, Rex Salazer, John Cena, AJ Lee, Jack, Chance, Jake, Riley, Beautifly, Pikachu on Spidey, Piplup and Dawn, Aelita, Blade Wolf, Bruce, and Diana made their way out of Metropolis, the billionaire and princess each took the time to think about them. Bruce was thinking about the ramifications that Spidey and his gang's powers and weapons might have on the world, while Diana was more concerned with their state of minds. She wanted to ease their pain; maybe she could get them to talk about themselves a little more. At the very least, she would learn a little more about them.

"Spidey? Everyone?" the teens and adults looked up at the princess, the same neutral expression on their faces.

"Yeah, what's up?"

"I was wondering if y'all tell me a little more of your powers." Diana glanced at Bruce. "It might help us fight alongside y'all better."

The gang looked at Spidey, he shrugged. They didn't see the harm in telling the League their capabilites. It wasn't like they planned on continuing their superheroes career after this mission. First up Spidey: "spider-strength about 1 million tons, spider-speed about 200 mph, kung-fu Shalion monk and ninja style spider-reflexes, great agility and balance of a Shalion monk, wall crawling, able to sense danger before it comes or spider sense, master of 1,000 fight moves, armed with two katanas one is cyber blue and able to cut everything or everyone and unleash power waves, two is crimson red with the sheath looks like a gun and able to draw it out quick with the trigger on there, Blade of the Daywalker, Bullwhip of Indiana Jones, Tomahawk, Bow and Arrow, two revolvers strapped to my sides unlimited bullets, Sly Cooper cane has magic pretty powerful in my backpack, my personal arsenal the pokeballs with the Pokemon inside, the Bit Beast Dragoon in the beyblade Dragoon GT able to doing powerful wind attacks. The Ultimatrix, I have super strength, super speed, flight, regeneration, invulnerability, elemental powers, energy abosrbing and redirecting, laser visions, and telepathy are a few of the powers I have." He and the gang gave a small smile. "It's really a questions of what powers I do have." Second Tyson and the bladers: "me and the bladers and Dawn has Beyblades with the beasts in them, the powers we have are super speed, super jump, blast with the modes of fire, ice, mind control. Buff modes of it are fire, freeze, lightning, Force Field, Stomp modes of it are gravity, rock, shrink, death from above, telekniesis modes of it are force, lightning, life steal." They smile. Next Aelita, Yumi, Ulrich, and Odd. So Odd speaks for them: "Aelita and us has our Lyoko forms, for her form is Angel weapons are energy fields, has a bit of MMA moves from Spidey, powers Creaivity, second sight, leviation and her transportation are angel wings. For Ulrich his form is Samurai, weapons katanas, powers Super-sprint, Triplicate, Triangulate, vehicle overbike. For Yumi, her form is Ninja. Weapons are Tessen Fans, Bo staff. Powers are Telekinesis, Superhuman balance and durability. Vehicle Overwing. For little O me, my form is Feline. Weapons laser arrow. Powers are shield, future flash, teleportation, cat climb, and time control. Vehicle is the overboard." Odd smile. Next John and AJ Lee. "I have electricity based powers and this AMP as my weapon to help my lightning powers.""I have Avatar powers, able to bend the four elements of nature itself." James Heller next. "I have a virus inside me and give me sort of powers and others." He explains them about the powers and others. Raiden Next. "I just an Cyborg body with super strength, Ninja Run, a sword just like Spidey's, martial arts. Blade Wolf is an Cyborg wolf from the year 2018." Rex next. "My body turn into a living weapon with my builds and hack into any computer with the Nanaties in my body." Chance and Jake next. "Us we have a high-tech jet with our gear, hand to hand training combat. I'm the Pilot. And Sureshot is the weapon firer." They smile. Zoe was next. "I have an Digivice able to transform me into a Digimon of the wind." They smile. "Riley has super speed, superstrength, ultra bark, nasty bite, and super smell." Riley bark. Gwen and Kevin were last. "I have Mana powers, bits of magic. Kevin has powers to absorb he touchs and use it to his ways."

Diana and Bruce were once again wide eyed and in deep shocked. If Spidey and his gang were telling the truth, then Spidey and his gang had more powers than the entire League. Yet they acted it like was no big deal, and he implied that Spidey has more abilites they came out of their inner musing when they realized Spidey was still talking.  
"Of course, I had like about 1,115,501 unlocked on this watch but when we got here I only have twenty now. The others will reunlock themselves with time...I hope." Spidey glanced at the Ultimatrix unsurely for a second.

Diana's interest and curiosity was captured. She was indeed eager to know more of Spidey's alien transformations. Though he wouldn't admit it, Bruce was too.

"Let's see I have Swampfire, Blitzwolfer, Frankenstrike, Humungosaur, Big Chill, Rath, Spidermonkey, Echo Echo, Jetray, Diamondhead, Chromastone, Upgrade, Goop, Water Hazard, Heatblast, Lodestar, Cannonbolt, Nanomech, Upchuck, NRG, Armodrillo, Terraspin, Ampfibian, Goop, Alien X, Wildmutt, Four Arms, Ghostfreak, Clockwork, Grey Matter, Stinkfly, Ripjaws, and lastly Way Big." Spidey listed out, not counting the Ulitmate forms.

"That is an interesting bunch of names." Diana noted with a smirk.

"Yeah, some I have had since I was ten, others more recently. I'll give you a list of their abilities when we get to our destination." Spidey replied. Aelita looked at Bruce.

"So, are you the only without any powers?" That had actually Spidey and the gang kind of curious. All of these were faster or stronger than any human. In fact, two of them weren't human at all.

Bruce nodded. "Is that unusual for y'all?"

"Nah, I can't tell you how many times the Ultimatrix didn't work for some reason or another until I got it to work. Probably half of my wins came down to me having to figure out on my own, but with help of course, or just dumb luck or my seconds powers. But I see people who has no or with powers make the hero."

Bruce was a little impressed. Not many people could so easily admit to being powerless, nor could they admit to only winning by luck.

Diana, however, had another question. "How is it that we have never heard of you? Someones of your powers should have been seen before, especially if some of you had been doing this since you were 10."

Spidey and the gang only shrugged. "Probably because...we're not from this universe."

Both Bruce and Diana froze. Well, that was certainly totally unexpected.

Tyson continued. "And before you ask how we know we're from another universe, there's no Justice League where we come from, no Thanagarian invasion, no Metropolis, and no Gotham City. And this isn't the first time that we're wound up in another universe."

Bruce nodded, then gestured Diana that they needed to keep moving. They would decide on how to proceed regarding Spidey and his gang, provided they survived the Thanagarians.

Gotham City: Wayne Manor

Bruce, Diana, Spidey, Pikachu, Beautifly, Dawn, Piplup, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen Tennyson, Rex, and Zoe were the first to arrive at the stately Wayne Manor. Spidey and his gang had been impressed by the mansion. They continued up the steps as they reached the door, it was opened by an older, balding man. Bruce introduced him as Alfred, his butler. Alfred offered them refreshments, which Spidey and his gang gratefully accepted. They hadn't eaten anything in nearly 24 hours.

After Spidey fed his Pokemon and Riley their foods, Dawn's also, Bruce and the rest continued into the house until Bruce led them to a grandfather clock, which opened up to a tunnel with a stone staircase. After stepping down the last step of the stairway as Spidey and his gang saw was an enormous caven. A large computer occupied one niche, while a large black car was parked in another area. In yet another spot were several dozen objects, including a twenty-foot penny and a mechanical T-Rex. Other, smaller objects were in glass containers.

Bruce and Diana had a small smirk on their faces as they watched Spidey and the gang's expression go from emotionless and neutral to astonished and interested. Even Madoka and Kenny were madly interested in the large computer because doesn't know about Madoka or Kenny that they are a pair of very good hackers. Burce put his hands on Spidey and Aelita's shoulders.

"Welcome to the Batcave." Bruce smirked. "Now...for that list of powers,"

"Yeah, you want me to demonstrate or just tell you?" Spidey asked seriously.

"Just tell us for now, it'll be faster." Bruce complied.

"Okay...then." Spidey rubbed the back of his head nervously like Goku does.

Spidey then proceeded to tell them which each alien in his current arsenal could do.

Several Hours Later

After waiting impatiently, the last two member of the League, Flash and Green Lantern, arrived at the manor and were led to the Batcave by Alfred.

"You're late." Was all Bruce said.

"Good to see you too." Replied the Lantern sarcastically.

Wally noticed the T-Rex. "Hey, that's a giant dinosaur."

"And I thought Batman was the detective." Said Alfred. Aelita and Spidey decided that they liked the aging butler.

J'onn spoke as Flash rejoined the group. "We were jsut speculating why the Thanagarians are really here."

"Obviously not to protect us." Said Clark.

"But if the Gordanians aren't anywhere near Earth," said Diana, "why do they need to build that force field?"

"If it is a force field." Said Bruce.

"If I could get a look at their technology, maybe one of my brainy aliens or Madoka or Kenny or Aelita could figure." The League turned to look at Spidey with Dawn and Aelita at each side of Spidey, Pikachu and Beautifly on his head, who shrugged, Riley at Aelita's sides smells something in the air as he lightly growl behind him, Blade Wolf's visor goes over his eyes as he turn very slowly as he poke Raiden on the shoulder and Raiden looks at Blade Wolf as he points behind them. "I have hyper-intelligent transformations and Madoka, Kenny, and Aelita have high IQ minds, so sue us." His Spider sense goes off as his hands went for the gun on his belt.

"I can tell you what it is."

The sixty-five heroes and Pokemon and cyborg wolf turned in shock to see the traitor, Shayera Hol, emerge from the shadows.

Clark pulled off his glasses. "You've got a lot of nerve showing up here."

"We should thank you," said Diana, "it saves us the trouble of hunting you down."

Before anyone else could say more, Beautifly flew into the air from Spidey's head as her long, black hose mouth instinctively shot a web string at Shayera at her legs and they wrapped quickly around them as she yanked her to the ground, "Beau..." she said angry as she went back to Dawn's side floating in the air with her wings flapping and Spidey and Pikachu and Riley were on top of Shayera with a black handle and silver with a grinding symbol of Sly Cooper symbol on the barrel revolver aim between her eyes at her head hammer cocked and finger on the trigger, Riley growling bearing teeth, Pikachu's cheeks sparkling with yellow static, "Pikaaa..." he said with a threating tone.

"I didn't come here to fight," Shayera gasped, "I came to help."

"Hawk-people all over the planet?" asked Flash sarcastically, "Martial law? I don't think we need any more of your help."

Shayera looked at Spidey with a pleading look in her eye. He slowly uncocked the hammer on the revolver, but before he call Riley and Pikachu and put up his gun completely, he lowered himself to her level, growled to her with James Heller's voice. "Make a one wrong move, and my friend Heller will kill you, rip your wings off and shove them up into your candy ass. GOT IT BITCH!" Then he put up his gun in his black holster. "Riley heel. Pikachu stand down." Spidey said with his normal voice as Riley stand back from her and Pikachu and Beautifly got back on Spidey as he and Riley went back to Dawn and Aelita.

Shayera stared at them for a moment, before got up on her feet as the stinky silk string dissolved from it and then turned to the League. "They're building a hyperspace bypass. When it's active, it'll destroy the planet and everyone on it." Spidey and his gang widen in shock, Acreus and Mewtwo heard it too, 'Well they not going to that.' Acreus telepathic said to everyone in Spidey's gang. She approached Bruce and handed over a what looked like a purple video cassette. "Here; this has all the information on the project." Bruce simply glared at her. "Believe me; I didn't know the magnitude of Talak's plan."

Without taking his eyes off of her, Bruce took the device. "We'll check it out." As he turned away from, he said, "There's the door." Wonder Woman, Flash, Superman, and the Martian all walked past without making eye contact with the Thanagarian. Spidey and his gang stayed where they were, not trusting the alien to not stab their friends in the back any more than she already had. Then they blinked. When had they decided that these people were their friends? True, they were all heroes, and they were willing to give their lives if it meant saving someone else, but when did they trust these enough to call them their friends? Maybe they were just reaching out for friends after their loss of Jeremy Belpois.

Spidey and his gang were so lost in thought that they didn't notice Shayera and John talking to each other. Before Shayera left the Batcave, she handed John a green ring. When she was gone, Spidey and his gang turn to John Steward.

"She didn't propose to you or something, did she?"

John S. shot them a mild glare, then slipped the ring onto his right hand ring finger. A green glow surrounded his body, eyes as they have their emerald eye fire in them, and then he began to levitate off the ground.

"Okay, that's pretty cool." Ulrich and Odd admitted.

The group joined the others, Blade Wolf's visors went back off of his optics, who were watching a simulation of the effects of the hyperspace bypass. They watched as a simulated Earth was consumed by a bright, crackling energy.

"Ingenious." Batman muttered.

"Yeah, I'm impressed," said Clark, taking off his glasses again, "let's go wreck it."

"How?" asked Green Lantern, "It's behind a force field."

Before anyone could come up with a response, Spidey spoke up. "May I?" He asked Bruce and he glanced at him for a second and nodded as he got off the chair and Spidey sit in the chair and crack his knuckles as his hands were put on the keyboard. He typed with some great speed, as familiar with the technology as if he'd been using that computer for years compared to the supercomputer.

"The bypass is too dangerous to have a crew maintaining the force field on-site. They would probably be keeping if active via broadcast singal, most likely on board the command ship, here..." Spidey hit a few more keys, and brought up an image of the Thanagarian flagship and highlighted a particular section of it. He got up of the chair and out with a smug smile on his face as he stands by Aelita and Dawn as Bruce went back on the chair.

Batman glanced at the teen, then looked to the League. "Go shut it down." He ordered. "I'll take care of the bypass."

"That's thing the size of a city," exclaimed a skeptical Flash, "what are you gonna do, throw a batarang at it?"

Batman didn't even blink. "Something like that." He got up from the chair and headed to where his spare costumes was located. Spidey's spider sense goes off as the gang of Spidey saw his body froze for a minute before regain control of it telling them that danger is coming. "Proximity sensors were triggered a moment ago. Suit up."

Zoe held out her Digivice as she bring up her hand and a blue ring of data euprted from her hand "Execute! Spirit...Evolution!" Aelita, Odd, Yumi, and Ulrich were surrounded in sphere colors of pink, yellow, purple, and white as they appeared in their Lyoko forms. Raiden's body spark with a blue lightning around as the lightning struck and in a smoke screen the Custom body was on Raiden as he turn off the stealth camo on his sword, Blade Wolf's visors go over the optices ready for battle, Tyson and Madoka and the bladers activated their costumes and the nanobots spread on them, John Cena's body eurpted with blue lightning as the clothes on him change into Cole MacGrath clothes, AJ Lee spin herself into a fire tornado as her costume appeared on her with a eye mask and skullcap, Rex puts on his goggles over his eyes, Spidey got out from the Pokeballs Sceptile a tall Grass-type. He had a reptilian appearance, with large yellow seeds lining his back. His tail was like the trunk of a palm tree, and sharp leaves grew out along his forearm, behind his claws. "Tile!" the gruff Pokemon said, placing a twig into his mouth. Butterfree, Buizel, Onix, Pidgeot, Squirtle, Mewtwo, Jirachi, Victini, Mew, Latias, Latios, Darkrai, Lucario, Swellow, Donphan, Chikorita, Cyndaquil, Totodile, Bulbasaur, Charizard, Entei, Sucicune, Raikou, and Haunter. They ready to battle. Dawn called out Quilava, Togekiss, Bunery, and Mamoswine. T-Bone and Razor got into costume and their Glovatrix on their right arm, Heller's arms transformed into the Claws. The heroes who wore costumes merely took off their clothes, since they were wearing their costumes underneath. J'onn merely shapeshifted into what he commonly appeared as. "Kazemon!" Zoe said as the sphere data went away as she appeared, Gwen and Kevin got into costume as Kevin touch some of the metal from Blade Wolf and absorbed some of it as it became his armor, Spidey activated his spider morpher as the nanotech got on him quickly and he activated the Ultimatrix.

After selecting the alien he wanted, he used Ben's catchphrase which he like, more out of habit than choice. "It's Hero Time!" and slammed down the dial. In a bright green flash, he was replaced by a creature with a body that seemed to be made of blue stone, save for his arms, head, and the two spikes coming out of his back, which were made of green diamond. "DIAMONDHEAD!" the alien announced.

The rest of the League quickly returned and Madoka and the others does the same with Flash wearing a mischievous grin. "Seriously? 'It's Hero Time'? And you're giving us grief over corniness?"

Diamondhead merely looked away before giving Flash the Viper Glare. "Shut up." He said petulanty.

"Get ready to ambush them." Batman's glare dragged them back into their current predicament and notices Spidey's Viper Glare and Diamondhead nodded.

"Let's go slow." James Heller said quietly as all of the heroes and Pokemon went into the shadows like ninjas just as the door to the manor exploded inwards. Two dozen Thanagarian soldiers marched in. Two of them were armed with heavy cannons, while the rest wielded swords, spears, axes, and maces.

In the shadows, Raiden's visors went over his eyes as it activated AR mode with the targets highlighted in red, he and the gang smirked and grinned as Tyson and the others got out their launchers and beyblades as they put them together.

Their leader barked out orders. "Spread out," he said, "they're hiding here somewhere."

Riley lightly growled, "Riley when I give the singal you charged in there and take down the leader. Ready...3...2.." Spidey said as Riley gets into a pounce stance.

Before the hawk-people took another step. "LET IT RIP!" Lots of voice yelled and blurs shot out from the darkness above them as the beyblades flew and smashed through the cannons as a green and crimson blades sliced through both of the cannons, while several large spikes of green diamond pierced the other weapon, rending it useless, "1! Riley sic 'em!" Diamondhead yelled as Riley jump out from the shadows and landed on the ground as Riley leaped at the leader as he bite into his arm, causing the leader to scream as the leader was dragged down to the ground and Riley dragged him like a rag doll across the floor as he throw the leader into a wall and got KO.

"Who's hiding?" Diamondhead smirked as he and the gang and Pokemon and the League emerged from the shadows like pairs of Assassins top of them.

"If you want some, come and get some." Green Lantern's eyes glowed with emerald fire, John Cena's hands spark up with his Lightning Bolt, Heller pounced at them as he clawed hard, killing the Thanagarian in half, then Green Lantern lifted off the ground, avoiding Thanagarians attempting to kill him, while he and John Cena blasting one of them in the face with his power ring and Electrokinesis.

Wonder Woman and AJ and Yumi and Aelita work together as Diana uses her lasso to catch one alien by the ankle as Aelita was in the air with her wings on her back, throwing energy field sphere at them, Yumi use her bo staff as she twirled it in her fingers as she stop it and hit one Thanagarian in the stomach then did a spinning double kick with her hands on the ground and swing them as she send the alien flying, AJ shot water from her water bottle on her waist line, freezing the soldiers in solid ice, Wonder Woman swung him towards the Manhunter, who simply stuck his arm out, catching the bird-man in the head. Rex uses his Slam Cannon and blast them with cement balls. Flash, Ray, Ulrich, Madoka, and Driger and Pegasus, hitting them at high speeds, then rushing away in blurs of yellow and blue and green and red blurs.

One Thanagarian drew a bead on the speedsters with his pistol, but Dranzer MS zoomed at him with a streak of red fire behind. "Dranzer! Fire Saber!" The beyblade zoomed with more speed as it flew and glowed super nova hot and broke the gun in the soldier's hand. As he cried out in agony, Superman rushed up to him and said, "Let's use our indoor voice." He then punched the Thanagarian into a stone wall.

Two more Thanagarians were pursuing Odd as he ran on all fours. He saw an opening as he smirked and jumped from the floor, "Cat Climb!" he yelled as he stick his hands and feet into the wall as the Thanagarians flew after him, Odd climbed quickly before jumping off and flipping over the bird-man, aiming both arms at them in slow motion. "Laser Arrow!" He shot the arrows from his arms as they hit into the Thanagarians and they drop to the ground they got KO by Odd as he smirked and ran back to them.

The Pokemon were using their attacks as Secptile shot from his mouth Bullet seeds as yellow bullets flew at them and hit them, Darkrai use Shadow Ball and the aliens were consumed in nightmares, the others attack.

Kazemon was being chase by one Thanagarian, but as she was cornered by him, "Hurricane Hands!" She yelled as she throw her arms out and pink wind shot out from behind her as the bird man was blow away from her.

Five Thanagarians were surrounding Max and Rick, but they smirked as they jumped into the air. "Draicel! HEAVY VIPER WALL!" "Rock Bison! ROCK DROP!" both Rick and Max commanded as Draciel MS unleashed a tidel wave of water from the beyblade and Rock Bison leapted into the air and got surrounded in firey rock as it came down and both attacks hit the bird-men and sending them packing.

Two more Thanagarians were pursing the Flash, Ulrich, Ray, and Pegasus, but they avoided every shot they fired. "Triangulate!" Ulrich yelled as he and the speedsters zoomed around with Ulrich in a yellow triangle and Flash spun his arms fast enough to create a small tornado. "Driger! THUNDER CLAW!" Driger MS glowed green as it zoomed at them and jumped into the air as Driger MS zoomed from one to another bird-men in the face. The twisters of Flash and Ulrich blew them into the bottom of the giant penny, which collapsed on top of them, tails-side up.

Flash and the speedsters ran on top of the penny, "Tails," Ray quipped, "we win."

Batman, Raiden, and Blade Wolf swung, jump from the ceiling on a grappling line, Raiden's claw like feet stuck into the wall with Blade Wolf doing the same, kicking and swing a tail one soldier in the face. Batman let go of the line to land on the ground with Raiden and Blade Wolf. As they did so, Batman threw three batarangs into the chest armor of three Thanagarians. The blades didn't penetrate, and the warriors hovered in the air with look of contempt on their faces.

"Your weapons are pitful." One gloated. None of them noticed the blinking red light and sound on each batarang.

"Wait for it." Behind the Dark Knight, Cyborg Ninja, and Cyborg Wolf, hundreds of eyes glowed in the darkness with white in their eyes. Suddenly hundreds of hungry Vampire bats swarmed the Thanagrains, attracted by the singals from the batarangs. The soldiers were quickly reduced to unconsicous, bleeding wrecks.

Tyson and the bladers attack with their beyblades at the remaining ten Thanagarians with Dawn and her Pokemon as they rid of the soldiers.

Dimaondhead, Pikachu, Kevin, Gwen, and Beautifly found an easy fight with their opponents. Their weapons couldn't penetrate his dimaond body while Pikachu rode on Spidey's shoulder, and when he shifted one of his arms into a blade and Pikahcu zapped them with Thundershock, Beautifly Physic, Gwen's mana desks and Kevin's blades on both of his arms, they easily destroyed their weapons, and they were strong enough to easily knock them out together as one.

Soon enough, the fight was over. After typing up the aliens, Spidey change back out of his alien and the massive group of heroes, Pokemon, Beyblades, walked out of the Batcave after Dawn return her Pokemon execpt for Togekiss and back into Wayne Manor. They found Alfred sweeping up the shattered remains of the front windows.

"Mind the glass, sir." He warned calmly, as they left.

Batman turned to Green Lantern. "I want you, Superman, Wonder Woman, Spidey and the rest of you to go to the commanded ship, and shut down the force field."

"And the rest of us?" J'onn gestured to Batman, Flash, and himself.

"You're going to help me retake the Watchtower." Spider-Man and his gang remembered Batman telling them about the League's advanced space station, in orbit around the planet.

"It's crawling with Thanagarian soldiers," Flash pointed out, "how're you planning on getting inside?"

"With that." Batman pointed outside, where the shuttle that the Thanagarians had arrived in lay waiting.

"Good luck guys." Spider-Man and Tyson said, Spidey returned some of his ground based Pokemon only remaining are Pidgeot, Swallow, Charizard, Latias, Latios, Mewtwo, Mew, Butterfree, Celebi, Beautifly, and Sceptile who will be riding with Spidey on Dragoon. Spidey got out his launcher and beyblade and ripcord and put them together as Madoka's Big Bang Pegasus, the winged horse pop out from the face bolt as her neighed and snouted as her opens his wings, Madoka mounted her. "LET IT RIP!" Spidey yelled and release the Beyblade as it spun on the ground with every flying type Bit Beast. He got out from the Pokeballs Dialga, Palkia, Articuno, Zapdos, Moltres, Staraptor, Ho-oh, Lugia, Rayquaza, Zekrom, Reshiram, Giratina and lastly Acreus, the League were surprise at some of Spidey's Legendary and regular Pokemon, "DRAGOON!""TRYGLE!""GRIFFOLYON!""FALBORG!""THUNDER PEGASUS!""TORCH PEGASUS!""RAPID EAGLE!""VENUS!""APPOLON!""ZEUS!""DRANZER!""STRATA DRAGOON!""DRAMARA!""COME ON OUT!" Spidey and the bladers with the flying Bit Beasts yelled as their beyblades bit chip and bit protecter glowed as the Bit Beasts came out from them in roars, screams. Surprise the Justice League even Batman at the sizes of the Bit Beasts, T-Bone and Razor got into the TurboKat, Yumi, Odd, and Ulrich got their vehicles out as they got on them, Aelita and Spidey jumped with her on Spidey's back as Sceptile has Pikachu on his shoulder and he jump also as Dawn got on Togekiss' back with some of the bladers who don't got flying Bit beasts got on some of the backs of Spidey's Pokemon, Raiden and Blade Wolf leapt on the jet as they landed on there, Riley got on Yumi's overwing, James Heller got on Dialga's head, Rex breaks out his Boogie pack, John Cena and AJ Lee got on black and white dragons. He and the rest of the group flew out towards the direction of the Thanagarian fleet following Dragoon A (Spidey's Bit beast) with their bladers on their heads or backs.

...

Batman, Flash, and the Martian entered the alien craft. J'onn spent several minutes examing the controls.

"Well?" Batman asked.

"I have no idea how to fly this vessel."

"What's this do?" Flash asked as he pressed a button. A beam of energy fired from the ship, making a fairly large hole in the side of Bruce's house.

Batman moved his face very close to Flash's. "That's. Not. Helping." Batman said through gritted teeth.

J'onn looked up. "I need one of the hawk-men."

It took a few minutes, but Batman brought up their leader, whose name was Kregor, and was one of the Talak's chief advisors, and slammed him into the side of the ship.

"You think'll you anything?" Kregor sneered. "I'd sooner choke on your bones."

"Okay by me," said Flash, cocking back his fist, "can I start with these?" J'onn stopped him before he actually struck.

"We're running out of time?" the Martian said, "I'll take the information from him."

"I thought you couldn't read their minds?" Flash asked his telepathic friend.

The Martian's eyes glowed blood red as he gripped Kregor's head. "I'll just have to try harder."

Neither Batman nor Flash could what J'onn was going through in the Thanagarian's mind, but somehow Kergor's mental defenses were strong enough to affect the Martian's physical body. Slash and claws-marks appeared all over him, and his cape, which was just skin shapeshifted to look like a cape, was torn to ribbons. However, this didn't last long. After only a few moments, J'onn released his hold on Kregor, stumbling slightly. His wounds immediately began to fade.

"I...I have what we need." J'onn clearly did not enjoy what had just happened.

A few minutes later, the Thanagarian shuttle lifted off, heading towards the Watchtower. As it lift, Alfred stepped out onto the yard. He spotted Kregor lying on his side, a small stream of drool falling from a corner of his mouth. It was possible that J'onn mental attack had left him comatose and sended to dumb town.

Alfred, remembering how the alien had struck him when he and his ilk had intruded upon the Wayne household, merely glared and said, "I'll have to ask Master Bruce to not leave trash in the yard."

Watchtower

As the stolen shuttle neared the Watchtower. J'onn shapeshifted to look like Kregor. Activating the communication systems, he spoke in Kregor's voice.

"Shuttle Elipson-sixteen, requesting entry." He sent a code to waiting Thanagarians. "Confirm docking code."

"Docking code confirmed." Came a response as the Watchtower's docking bay opened. "You are clear to come aboard."

When the shuttle landed, 'Kregor' stepped down the ramp towards a pair of waiting Thanagarians guards.

"We weren't expecting you, sir." Said one in surprise.

"There's been a change of plans." Said the Martian, as he shapeshifted into a creature that resembled a blue Cyclops.

He quickly subdued the two guards, but more entered the docking bay. One prepared to open fire, but he was disarmed when a batarang disabled his weapon, and Batman punched him in the face with an electrically-charged set of brass knuckles. The rest of the Thanagarian garrison was swiftly defeated by Batman, the Flash, and the Martian Manhunter.

Thanagarian Fleet

It was quickly apparent to Spidey, Superman, Diana, Green Lantern, and Spidey's gang that they been detected. They might have been pissed off by a swarm of fighter-craft surrounding the flagship that was hundreds strong but not strong against this group.

"Pretty bad odds." Commented Wonder Woman.

"They got little ships while we got Legendary and regular Pokemon along with the Bit Beasts. That's pretty bad odd for them." T-Bone said from the jet. Yumi smirked.

"For them, maybe." Was Spidey and Aelita's responses with a laugh.

'Yeah, but they going to get an big can of whump ass.'

Mewtwo said as he flew along with Mew and Acreus. _'Same here Mewtwo.' _Acreus telepathic said back to him as he smirked.

Superman agreed. "Yeah. They don't stand a chance."

"They think they can beat us with their gear. Please, they nothing but shit birds." James Heller said from the head of Dialga.

Dragoon GT and Dragoon MSUV flew up to the fleet. "Guys get ready to bust up their ships and to the scarp yard. DRAGOON!""DRAGOON!" Spidey and Tyson commanded as the two beyblades flew at the fleet, "Dragoon! Engine Gear, full blast!" Spidey yelled, inside the beyblade blade base, the engine gears twitched for a second, before 5 seconds later the engine gear unleashed full gears turning fast as it caused some fire sparks and sounding like a buzz saw with the beyblade increased to full power as the spin rotation and spin power to 500x times, the HMS beyblade's Running core made some humming noises. "Here's the storm!" Odd yelled as the black clouds showed up over the fleet. "Attack with DRAGOON TANK GALAXY TURBO TWISTER!" the two beyblades smashed up into each other as their tips stick together and zoomed at them as two white wind streaks split into four appeared around the beyblades. Before they reached them, they were surrounded by an massive wind tornado dragon shaped head around the beyblades as it roar with the mouth open and fire four twin tornadoes from the mouth as shot at the ships. 'JUDEGMENT!' Acreus yelled as his head and body light up with a golden glow and a ball of energy on top of the head as Acreus shot into the sky with them reached at a high altitude it splits and turns into pink fire balls, Palkia unleashed Special Rend as it jewel on the either arm on the right arm glow pink and an pink energy on the arm and made a slash motion as an pink wave shot from the arm. Superman, Diana, and Green Lantern went on ahead to attack as everyone do the same. The fighters didn't stand a chance. Diana flew at an ship as she slam her fists through it and cause it to go down as it goes boom. Superman speed through them blowing them up.

To say it was a battle would have been a lie. It was a beat down of a storm. The twisters engulfed them as they flew into the sky with the fire balls coming down as the twisters ceased and the ships got caught in the cross fire as they exploded from the fire balls. T-Bone and Razor use some of their Matchhead and Buzz saw missiles, the pink wave torn right through ten ships as they go boom. Raiden and James Heller jump high into the sky as Heller's right arm changed into the blade and Raiden gets out his blade. "I am Lightning!" he declared with his voice taking on an echo-y tone. He aimed a falling kick at an group of fighters as Heller rears the blade over his head. The move was similar to his Falling Lightning attack except his entire body was wreathed in electricity, giving him an appearnce of a lightning bolt. He and Heller fall towards them.

"The Rain transformed!" he roared mere seconds before he and Heller crashing into the fighters, effectively wiping them out. Raiden's fuel cells were unlimited meaning they won't run out ever. Raiden knew he and Heller were falling. "Raiden, grab my hand!" Heller said as Raiden nodded and they clasped hands, Heller's blade changed into the Whipfist, Heller drew it back and unleashed a powerful throw with multiple black-rope like area running down along its length. The weapon slammed into the TurboKat as he and Raiden yanked to the TurboKat as they flipped over the jet and landed on top of the jet. "Watch it!" T-Bone yelled from the cockpit. They shrugged. As everyone went on the attack take out the remaining fighters.

Most of the fighter pliots saw Superman, Wonder Woman, Spider-Man, and his gang as greater threats, and focused their attacks on them. Nobody on the outside seemed to notice Green Lantern cut his way through the hull of the flagship and make his way inside.

Watchtower

Batman, Flash, and the Martian Manhunter stood over the unconscious of the last Thanagarians on the Watchtower.

"Okay," said the Flash, "the Watchtower's ours again." He ran over to Batman, who had been using one of the computers while the others two had been fighting the soldiers.

"So where's your secret weapon?" He asked the Dark Knight.

"You're standing in it."

Flash's eyes widened. "Wait...you mean we're gonna..."

"Take the Watchtower out of orbit and drop it right on top of their little science project." Finished Batman. He gestured to the fallen Thanagarians. "Get them to the escape pods."

As the heroes dragged the soldiers away, the Watchtower's engines pointed the massive station towards the coordinates that Batman had programmed into the navigational systems. The three moved as quickly as they could to get the Thanagarians to the escape pods. Thanks to the Flash, it was quick work.

"Are these the last of them?" asked J'onn.

"Yep," said the Flash, as Batman began to silently back out of the pod, "the 'tower' is completely pest-free."

"Good." Was all Batman said as he pressed the launch button. The doors closed and the pod launched, with Batman still on the Watchtower.

Flash and the Martian rushed to the communicator. "What are you doing!?" demanded J'onn.

"I can't risk having the Watchtower burn up on reentry. I'll have to guide it in manually." Batman paused for a moment. "Gentlemen, it's been an honor."

The heroes in the escape pod bowed their heads in sorrow, knowing that Batman had just consigned himself to death.

Thanagarian Flagship

The first that anyone knew that John Stewart was aboard the flagship was when he brust through the lower decks, blasting any Thanagarian in his way. Using security cameras, the soldiers on the bridge, including Hro Talak, could see what the Green Lantern was doing, and where he was going. At the sight of the human's face, Talak gritted his teeth. He hated John Stewart. That man had stolen the love of Shayera Hol away from him. She had even betrayed her people, warned the Justice League of their plans, and even giving the Lantern back his ring. For her treason, she had been imprisoned in the brig. He had tried to reason with her, told her that the only way for their people to survive was if the humans died. Instead, she had decided that Earth's people were more deserving of her love. One person on Earth in particular.

"Intruder alert!" one of the bridge officers cried into the ship-wide communication. "All security teams to engineering!"

"Belay that!" barked Talak, as he strode towards the door, his axe in his hand. "Green Lantern is mine."

Had Talak stayed on the bridge for a few minutes more, he would have seen Wonder Woman slam a fighter through the hull surrounding the bridge. She quickly flew through the hole that she'd created, following by Spidey, Dragoon, the Pokemon, Kazemon, Yumi, Ulrich, Odd, Aelita and the gang, T-Bone and Razor landed their TurboKat on the bridge, the bladers with their nonflying Bit Beasts got off of the Pokemon as their Bit Beast got out from their beyblades. After subding the bridge officers, Diana picked up a sword while Spidey and Dawn called the rest of their Pokemon execpt for Groudon, Kyogre, Manaphy, Lapras, and marched through the door as the bit beasts phased through the walls, followed by Spidey and the gang. Unfortunately, there were two separate paths leading towards engineering.

Wonder Woman looked at her humans, Pokemon, Bit Beasts, German Shepherd, Cyborgs, second Prototype, Kats, Digimon friends. "You ready?" she asked.

"Give me a second." Spidey got out his Blade of the daywalker and give it to Madoka and give his Star Saber to Aelita who accepted it happily from him, he give his Tomahawk to Dawn. He looked at the forked path. "Whaddya say? You go left, we go right?" Diana nodded. "Great. Let's see who gets to the shield control thingy first."

Wonder Woman gave a small laugh. "You're on." Giving an Amazonian war-cry, she rushed down to her path. Not to be outdone, Spidey and everyone in the gang let out a war-cry as they charged down their own hallway. Woe to any Thanagarian in their way.

...

Wonder Woman found the Thanagarians to be fierce opponents, but she could still take on small groups of them without much trouble. As she defeated one group, she noticed a door covered with irregularly-placed bars. Behind the bars, and inside of a force field, stood Shayera Hol. Once known as Hawkgirl, she had been one of Diana's best friends. But she had spat on that friendship, and Amazonains do not take kindly to traitors.

"I should leave you to burn." The Amazonian princess all but snarled the words. She then raised her sword and slashed it through the controls to Shayera's cell. The bars withdrew into the wall and the force field disappeared. Without another word, Diana marched away. As soon as she was gone, Shayera stepped out of her cell and, after picking up a fallen mace, she flew off towards the shield control.

...

On the engineering deck, Green Lantern used his ring to pry open a set of door. Behind them was a large room with a force field, shaped like a pillar, inside of which was a small device with a plunger-like attachment.

"The force field controls." John looked up to see Hro Talak, the Thanagarian commander, land in front of the force field. "That is what you came for, yes? You want it?" he raised his axe into a ready position, "All you have to do is get by me."

"It'll be a pleasure." Lantern raised his ring and sent a beam of energy at Talak, who deflected it with a swing of his axe.

"No." Talak gave a glare. "This won't be like the last time that you took something that belonged to me."

Lantern's eyes narrowed. He knew that Talak was talking about Shayera. "Anything I took was freely offered. Maybe you should take better care of your stuff."

John sent several more bolts of energy at his foe, all of which were deflected. Both flew into the air, with John forming a tringular shield to block Talak's axe. The blow still took a chuck out of the shield. After several more blows, Lantern figured that he would be better off dodging Talak's blows than blocking them. Unfortunately, he still took several hits from both Talak's fist and from the hilt of his axe. One blow in particular knocked him into some machinery, which exploded, giving him several cuts on his face.

Stunned, Lantern couldn't stop Talak from picking him up by the throat. "I've beaten you, little man." Talak raised his axe. "Any last words?"

As Lantern's head cleared, he said, "Yeah; you can kiss my axe!" His ring created a green battleaxe in his hand, and both combatants swung at each other, attempting to overpower the other.

...

Spider-Man and the gang crashed through yet another pack of Thanagarians. Aside from a few cuts and bruises which they didn't seen to be on the spider suit, because it injury proof or everything proof of it, he was doing alright with his group. They knew from fighting alongside them that the Justice League knew what they were doing, but in short time that they'd known them, they had come to care for them. Even brooding Batman. Spider-Man idly wondered if it was just his and gang's grief making them attached again.

Suddenly, Spidey and his gang notices something as the group rounded another corner, they spotted another group of soldiers but saw something just strange in the group of soldiers as they were fighting them. It was an anthropomorphic raccoon, has grey fur with black stripes and mask. His ensemble consists of a blue-elbow-sleeved shirt with a yellow collar, blue boots, blue gloves with yellow cuffs and a blue peasant's cap. Around his waist is a belt with the buckle shaped in the form of a raccoon symbol, plus it has a gold trim. He wears a red backpack for storing away items, keeping his calling card, and contains his paraglider for stunt usage. He also has on his left thigh, a brown pouch which also stores away a few essential things. He swung in his hand at the soldiers, a brown staff ending in a golden hook looks like a '?' mark. Second was an anthropomorphic turtle, seem like a small guy to the raccoon's height, even being confined to a wheelchair. He wears besides his glasses and gloves, a pith helmet and a bulletproof vest, along with a grey button-up shirt underneath his vest. His wheelchair has been look likes modified with robotic arms and boosters. Three was an anthropomorphic hippopotamus, seems the biggest guy with this gang, who's strong, muscular but slightly round hippopotamus. His signature color is magenta, often mistaken for pink. He wears a blue T-shirt that looks a bit too small for him, and a light blue scarf to go with his driver motif and no pants. He dons a maroon mask over his head and matching fightning gloves over his hands when donning his persona in battle. He wears thick rim glasses/goggles on his eyes. There were four men in robes. One was a man, human white skin, a small scar on his lip, with a white hood with a beak like tip that covered most of the top of his head. Wore a white hooded robe, a type of belt a red 5 inch belt that is wrapped around between his stomach and waist while beneath that were red wraps, he carried a sword on his left side of his waist. He seemed to have gloves that had metal coverd from the back of his wrist until almost reaching his elbow, his robe reached just past his knees as he had gray pants with dusty brown boots that almost reached the bottom of his knee caps with metal grieves (metal cover for the calf part of the boot). A short sword back side, throwing knife belt with shoulder pad with shoulder pad with throwing knife pockets on it. Two was a man with the same hood as the first one, execpt for it ain't bend it straight with a red underside under the hood. His skin is tanned, sporting a goatee and beard. Wore an hooded red and white robe that resembled a vest, the sleeves that are cream white. The robes have red lining and two pairs of collars; one white and one red with tan lining. He has knee high leather black boots and black dress pants. On his left shoulder was padded with a metal plate that cuvred along with his shoulder was a white cape with a red underside. He wore a red and black wraps that wrapped his waist and below his rib cage with a strange and large emblem buckle 'A' on it. He is equipped with a sword strapped to his waist, throwing knives, and a crossbow on his back, with some bombs on his belt, he has two metal bracers with two hidden blades and a hidden gun. He also has a scar on his lip. Three was a tanned skin Native American man with a strong and heavy build. Wore an hooded white dress uniform jacket with blue lining and had straps across his torso and was carrying a bow and a bag of arrows on his back and at the sides of him were what seemed like old style Pirate pistols, the ones from about the 1800's as he also looked like he was from the 1800's for he looked as he was from the colonial times. At one side he had an axe like weapon like Spidey's tomahawk because this is his tomahawk look like. Fingerless gloves covering his hands that went to his elbows with Native American's bands on both of his arms with a brown bracer and a white and blue frabic bracer on both wrists of the arms. A thin red sash sticks out from his waist fastened with a leather belt attached to the two long side arms of a triangular symbol with a cuvred bottom. The symbol is made of steel and is the same shape of this man's and Spidey's unique tomahawk blade. He wore blue pants and brown boots with leggings that reached up to the middle of thighs. This man's face was shadowed from nose to the mouth by a white hood with a eagle emblem on the tip of his hood's beak. Four was a man with scarggly blond hair from his bright blue eyes. Wore an pale off-white ivory and sea-washed blue robes just above his thighs, and the leather padding he wore was scuffed and somewhat in need of mending. On his body were leather straps armed with almost four flintlocks and two sheathed golden sabers/cutlasses, ciniched by a fraying deep red sash at his waist, non-beaked hood. Three were two females, one hiding behind a corner. One was an pretty woman with long to the shoulder dirty blond hair, some wavy, bright blue eyes, pink lipstick, wore an black sneak suit with a black skull cap mask, hiding her small build body with black combat boots, green gloves, wielding an type-17 pistol from WWII. Two that female was a small white girl with the same color of Raiden's hair, a flowerclip on her hair, brown eyes. Wore a military headphones around her neck, pale yellow and blue stripe tank top with yellow/brown worker gloves, light brown leather jumpsuit wrapped her waist with black boots on her. One was an green dragon with a red short beard under his chin and a red tip tail and two arms, no legs, with yellow eyebrows on his eyes and with him in his arms a golden gaunlet with three, long, golden claws attached to a brown wooden sleeve looks like can fit on the wrist like a glove. Spidey, T-Bone, Razor, James Heller, Raiden, and Blade Wolf knew them as Sly, Bently, Murry, Altair, Ezio, Conner, Edward, Eva, Sunny, and Dojo with the weapon known as the Golden Tiger Claws! With a roar, they crashed into the soldiers saving them the trouble from capture, punching, kicking, and even swatting one with their fists. Sly and the others notices the two Kats with three men they gasped. "Raiden?" Sunny said as she came out from behind the wall as Raiden's visors went away from them. They were relieved.

"Guys what are you doing here? Should y'all be back in your universes and saved them?" Spider-Man asked.

"Nah, our universes were destroyed by an massive black holes and we were send through differents dimensions until we came to this one and we been fighting weird bird-men attacks us and we defended ourselves from them until all of you came and took them out quickly." Dojo explains and Spidey and his gang nodded and Spidey introduces his friends to the others and they pretty impressive how Spidey has friends like that and suddenly as they were finishing up, they noticed one out of their corner of their eyes, a pretty female with long, orange hair. As they turned to charge, she held up her hands.

"Wait, please!"

Spidey, the bit beasts, Pegasus, the gang, and Pokemon paused. Sure, she had been wearing a helmet the last time they'd seen her not Sly and the others, but that voice...

"Shayera?"

The Thanagarian blinked. "Yes, it's me. You're...Spidey, Ulrich, Yumi, Odd, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen Tennyson, Rex Salazer, John Cena, AJ Lee, Jack, Chance, Jake, Riley, Beautifly, Pikachu on Spidey, Piplup and Dawn, Aelita, Blade Wolf, right?"

Spidey and the gang nodded. "Right now, you can call us by our names Spider-Man and my gang names my friends Sly Cooper, Murry, Bently, Eva, Sunny, Dojo, Altair, Ezio, Conner, Edward, and the others. What are you doing?"

Shayera hefted her borrowed mace. "I want to help take down the shield controls." She looked down, shame obviously on her face. "And I want to atone for what I've done. Maybe I can never fully repair the damage I've done, but I want to start now, before it's too late."

They nodded. They could understand wanting to fix a mistake, especially one that had lives on the line. They still hadn't come to terms with what happened. It was too soon.

"Let's go." As he and the others stomped off, Sly, Sunny, Eva, Ezio, Conner, Altair, Edward, Murry, and Bently follow them, Spidey and Aelita looked over their shoulders, "If you stab me or my friends or GFs in the back, you better sure it kills me or us. Otherwise, it'll be the last thing you ever do."

Shayera nodded. That was as good as she deserved. Maybe even better.

"Let's kick some tail!" T-Bone said and they didn't encounter further resistance on their way to the shield controls. Spidey, Murry, Heller, and Raiden had to bend the frame of the walls a lot in order to get through for the big Pokemon while the Bit Beasts phased through the walls and the beyblades spun into the room as they were spirits but their attacks were real, but when they did, all of them found a horrible sight. Hro Talak had just brought down the blunt part of his axe like a club across Green Lantern's forearm, shattering the bone. With a scream of pain, John fell to his knees. Talak than delievered a wicked uppercut, sending Lantern across the room where he lay very still.

As Talak raised his axe for the killing blow, Shayera called. "Hro! Enough!" Talak turned. His eyes widened when he saw Spidey and his gang, but his gaze quickly went to Shayera. The traitorous Leaguer continued to walk toward him, until they were inches apart.

"The fight's over. You're a soldier, not a murderer."

Talak paused for a moment, then delivered a vicious backhand slap, sending her to the ground.

"I'm a fool!" he shouted, "For ever loving you!"

He would have attacked her further, but a cracking was heard as a whip filled his vision and strike in the face sent him hurtling into a wall. When his vision cleared, he saw Spider-Man with his Indiana Jones bullwhip in his hand, panting with rage as Pikachu was on the ground. "Pika..." he responded. Sparks showered from his cheeks. "Pi Chuu pikaka Pikapika, pikachu pika..."

"He saids why the hell you did that bitch!" Spidey said as he and Pikachu and Beautifly and Dragoon were indeed furious along with Aelita. As the others helped Shayera up to her feet, what was the fucking deal about Thanagarians that made them treat women so cruelly? First had been the what that they'd treated Diana, now this? Oh, Spidey had always been taught to respect women, care for them and this stood in the face of everything that he'd been raised with. He made friends with girls, train, teach, hell even show them a good time. He wasn't going to let this go! Aelita show up at Spidey's side along with Raiden and James Heller with the Star Saber in her hands due to she had bits of teach of the sword.

He and Aelita and Pikachu and Beautifly and Raiden and James Heller and Dragoon glared at Talak. "Okay, bitch. Let's fucking go!" with a yell, Spidey and the others charge at him, fists and swords and claw raised as Pikachu was on Beautifly's back.

Talak flew at Spider-Man, low to the ground. But before he did a horizontal cut, Spidey got out his Murasama blade and sticking it into the ground, dragging it towards him with a fiery streak behind it, Talak's axe struck with the crimson sword, only to Spidey did a horizontal cut as an red matrix wave shot from the blade. Talak was send flying but he shook it off and with a horizontal cut, Talak's axe hit clean Spidey's head.

"NO!" Shayera was still slightly stunned, but seeing the man that she'd once loved do something so needlessly cruel was too much. She was about to rush into the fight, when something amazing happened as Sly and Murry pointed it out. Spidey's head didn't came off the mask was indestrucible the entire suit was indestrucible, Spidey cracks his neck. "Okay, that didn't a bit, but you just got!" Spidey smirked under his mask and sheathed his blade in the sheath. Talak was so stunned that he didn't have time to dodge as Spidey punched him along with Aelita as hit him in the face, sending him hurtling to the ground. "Get up bitch!" Heller yelled. Raiden thought that was the end of it, but Talak got back up, his face full of rage.

The thought in Raiden's thought of that slap on Shayera only made the Jack the Ripper persona screamed for release from his mental prison so that he could butcher this bastard. The merciless killer thrashed at the bars that held him back and it took all the willpower that Raiden had to control the Ripper. But containing the Ripper proved to be too hard for him because it was a very rare time in his life when he didn't want to.

Talak flew at them again, but Spidey grabbed Aelita and James Heller by the arms as they leapt back reason he sense Raiden just unleashed Ripper. Raiden grabbed Talak by the neck as he squirmed in his grip. "Well, you are going to do it?" Talak said. "Actually, I'm going to do much worse than that," Raiden said as his visors splited up with his eyes still closed in anger.

"_Far _worse," he chuckled menacingly as he opened his glowing red eyes. Jack the Ripper was out. Talak's face pale as Raiden released his grip on his neck, Talak back away from him as Raiden's body emitted a crimson aura with a temper of his is ready to fight to the death. "I'm going to kill you right now!" Talak exclaimed with a sadistic grin, "Let me show you how!"

"Why that's just being nasty," Jack the Ripper chuckled as he met the man's sadistic grin with his own. He unsheathed his sword, "I think it's time for Jack, to LET 'ER RIP!" the cyborg roared with his visors went over his eyes again as he charged Talak with sadistic glee the sword raised over his head, Talak charged at Raiden, they clash with their weapons as Raiden's strength overpower Talak's strength, "This is might shut you up!" He roundhouse kick him as Raiden twirled and got his katana in his hands and horizontal cut Talak not even slicing him in half as he yelled in pain. "SHAYERA!" he called out. The Thanagarian had been helping Lantern get back to his feet. "See if you can shut down the shield while I keep him busy!"

Shayera, Spidey and his gang, John Stewart nodded. It was now or never. Raiden went back at Talak who he block with his sword.

Watchtower

As the Watchtower entered the Earth's atmosphere Batman struggled to keep the station on course. Activating his comlink, he radioed Superman.

"We're cutting it a little close." He flinched slightly as a flaming piece of debris fell near him. "Have you shut off the force field?"

Back at the outside of the flagship, Superman shot down another fighter with his heat vision before replying.

"Not yet. Where are you?"

"Aboard the Watchtower." Admitted Batman, "Guiding it to target."

"That's insane!" was Superman's worried response. "Get out of there!"

"Negative. I'm staying." Anything else Batman might have said was lost in static.

"Batman!" Without even a backwards glance, Superman super speed flews towards the Watchtower, easily finding it with his enchanced senses, but praying that he wouldn't reach it before it was too late.

Thanagarian Flagship

Talak knew that he was outmatched. This Cyborg ninja had been powerful, but this enchanced persona, this Jack the Ripper, was in a league all its own. It was probably powerful enough to kill him with ease with that sword in his hand, but he had a suspicion that the ninja was holding back.

"Not going to kill me?" he taunted. "Are you too scared to put blood on your hands?"

Raiden growled. He was doing his best not to kill him, after been teach by Spidey not to kill but in case of worse situations, but this guy just wouldn't stop. He decided to use a little more force. He must sliced off the arm of him with that. Sheathing his blade in the sheath, he taunted Talak, "Come on Talak, does Shayera loves you, if she doesn't she loves someone else, like a marine!" Talak's face boiled with rage. He flew at him with the axe raised. 'Gotcha now bitch.' Raiden thoughts as he spread his legs apart, placed a finger on the trigger of the sheath, and held a hand over the handle. Time seemed to slow down for him as he charged for the quickdraw attack even though he wasn't using Blade Mode. In a move similar to a certain Brazilian swordsman, he executed rapid and consecutive slashs around him and Talak's right arm right after he pulled the trigger. To the untrained eye, it looked like red flashes materialized around the former child-soldier. Talak was about to attack with the axe suddenly stopped in his tracks.

Raiden flicked off the blood of his blade and sheathing the blade half way before all way with a resounding _CLICK, _Talak's right arm was sliced cleanly in half, then Raiden grabbed his foot and sending him flying into the air, Raiden's hand spark with lightning and with a red Phosphorous grenade, he lobbed the non-lethal explosive at him as it exploded with a blue and red lightning sparker and the blast sent a smoldering left arm Hro Talak slamming into a wall, where he then slid to the floor in an almost cartoonish fashion. After checking to see that he wasn't dead, but still not a threat, Raiden's red crimson aura faded and turned around.

"Hey!" He shouted. "How's it coming, y'all?"

It had been hard for Lantern to draw up enough willpower to crack through the shields of the controls. He was in so much pain, but he managed to push past it, thanks to his training from the Marines and the Green Lantern Corps. Once the shield fell, with help of Spidey's Murasama blade, he tried to push the plunger-like device down, but with only one working arm, he wasn't strong enough. That is, until Shayera placed her hand over his while, Spidey and his gang placed their hands on theirs with Heller hand over them, "Allow us to help you two." Aelita said, adding their strength to his own. Together, they deactivated the shields around the bypass.

Watchtower

As the fiery remains of the Watchtower plummeted towards the bypass, Batman struggled to remain conscious. The extreme heat of reentry had pushed him to his absolute limit. Sweat rolled off of him in waves, and the only thing that he could still focus on was the targeting path on the computer screen in front of him, which miraculously still worked.

Finally, just when he knew that there was no way that the station wouldn't hit the bypass, Batman allow himself to pass out. Fortunately, before the impact, Superman crashed through the walls of the station, and pulled both Batman and the seat he was strapped to, to safety. Seconds after they exited, the Watchtower, home and base of the Justice League for two years, crashed into the hyperspace bypass. The entire device, the size of a city, exploded with a force not seen since the atomic bomb was dropped on Japan. Over 200 miles wide, and nearly 20 miles deep, the crater could be seen from orbit.

Superman and Batman, who'd regained consciousness, took a moment to look out over the devastation, before the Man of Steel turned to the Dark Knight.

"Always have to be the hero, don'tcha?"

Batman looked at his friend for a moment, before giving a tired smile. "Right back at you."

Thanagarian Flagship

Spidey, and his gang, Green Lantern and Shayera looked at the crater that was the hyperspace bypass via a viewscreen in the room. Shayera gave them a satisfied smile before she looked down at the floor with a sad, guilty expression.

'She's realizing what she's done,' Spidey thought; she's betrayed her entire species. What will she do now?  
Further introspection was interrupted by the appearance of several dozen Thanagarian soldiers that flooded the room. The seven prepared to defend themselves, when cries of pain from the back of room caused everyone else to turn. Standing over the unconscious forms of several Thanagarians, bloody, bruised but unbowed, was Wonder Woman!

"Who's next?" she asked, raising her sword. As more of the soldiers began to charge, a voice rang out.

"Stand down!" Charred, bruised, no right arm, bleeding on the right side, and beaten nearly to a pulp, stood Commander Hro Talak. "Lower your weapons." The soldiers quickly obeyed.

"Commander?" one of them asked.

"Our mission is a failure." Talak went on. "There's no more reason to fight. Let them go." He ignored the inredulous looks from both his soldiers and the heroes and limped over to Shayera. "I hope you're proud of yourself. It'll take years for us to rebuild elsewhere."

Shayera stared at him, unfliching. Spidey and the bladers caught their beyblades as the Bit Beasts went back into the blades and Spidey return his Pokemon along with Dawn as Piplup got on Dawn's head, Pikachu and Beautifly on Spidey's shoulder and head. "Then you'd better get started." With that, she, Lantern, Wonder Woman, Spidey, and his gang marched out of the room. No one made a move to stop them.

Wayne Manor, the Next Day

Aelita Stones, and Dawn Bertliz sat on either side of Spidey with Pikachu and Beautifly on him, Piplup in Dawn's lap, Madoka Amona, Chance Furlong, Jake Clawson, Odd Della Robbia, Ulrich Stern, Yumi Ishiyama, Jack, John Cena, AJ Lee, Zoe Orimoto, Rex Salazer, Gwen Tennyson, Kevin Ethan Levin, James Heller, Sly Cooper, Bently, Murry, Altair, Ezio, Conner Kenway, Edward Kenway, Tyson Granger, Kai Hiwatari, Max Tate, Ray Kon, Kenny, Hilary Tachibana, Daichi Summeragi, and the gang sat on some couchs, chairs with Shayera on the couch next to Raiden, watching the news. The television showed hundreds of Thanagarians ships leaving the planet. The reporter went on to thank the Justice League for what they did to save the world. Sunny and Kenny were tinkering something at a table a project some sorts.

'Another thing that's different here,' Spidey mused, 'instead of hating heroes, like Jonah J. Jameson, the media gives them props. Go figure.'

Shayera turned off the TV and looked at her feet. "They've been in there a long time."

"Yeah," Ray replied, "They have."

They were referring to the League, which was currently having a discussion about its future of its teammate, in the dining room. Since she had betrayed them, she had lost the right to voice her opinion on League matters. Since Spidey, and his gang weren't League members at all, they had been politely asked to leave.

The group had spent the last several hours talking, everyone trying to raise her spirits, and she spent time listening to some of their adventures from when Spidey and Dawn and the bladers were younger as heroes until T-Bone and Razor came along and they had wildest adventures until they came to story of Lyoko (Spidey and his gang left out that they seen some of the series) while they protected Earth from a nasty computer program known as XANA. She had been more than a little surprised to learn that Spidey and his original gang had began their superheroes career at only about 10 years old all of them until they aged to their original ages as the superhero team the Roadburners.

Though Spidey and his gang had been trying to make Shayera feel better, in truth, they'd actually improved their own moods. Talking about the goods times from that day since Spidey got his Ultimatrix and transported to the Beyblade universe with the bit beast beyblade teams and Madoka Amona, they try to get of Boris and the Abbey or something, they won but cost Madoka lost her friends and crush Gingka, he give her his beyblade and launcher and belts for it, after that they to the Pokemon section of their universe they meet Dawn Bertliz and some of the Pokemon but she became friends with the 10 year old Spidey Parker, the bladers and Dawn gaining Saints Row 4 powers, heading to Spidey's universe they meet two WWE Superstars who has powers from Cole MacGrath and Avatar Korrea, James Heller, Zoe who came with the bladers, they traveled cross country during the summer with Gwen Tennyson and Kevin Ethan Levin (the universe without Ben Tennyson) and Grandpa Max Tennyson, even meeting the Cooper gang, all of them allowed remember good times the other happy times with their friends and family. Spidey lost his family and friends and girlfriend in the Marvel Universe before he transported to the reality universe. Maybe they'd never get over it, but at least they knew that they could feel better. At the very least, Spidey and his gang knew that Aelita wouldn't try to kill her again or themselves again.

Although they were feeling slightly better, they could tell that Shayera was still depressed. She had lost everything. So had Spidey and his gang, but they had gained a few friends that would support them. Shayera had betrayed those friends, as well as her entire species.

Now here she was, watching her people fly off in defeat, knowing that it was her fault. Without her Thanagarian armor, and all of her other clothes destroyed along with the Watchtower, Bruce Wayne had at least provided her with a pair of jeans, shoes, and a white shirt with the back cut away to allow for her wings.

They sighed. "Look, Shayera." The Thangarian stopped staring at her shoes to look at them. "We know at least part of how you feel. We know what it's like to lose everything." She looked at them, confused. Mustering up her courage, Aelita continued for her friends. "You may have lost your friends' trust, but least they're still alive. You can rebuild that trust, it might be hard but someday you can regain their trust again. A crush of mine, I've ever cared and loved, was kill 4 days ago. Few years back my mother was taking from me as a child and Spidey has lost his also." There. She'd said it out loud for them.

Shayera looked at them in shock. They'd gone through that kind of trauma, and had been thrown into a universe that was completely strange to them, and they're still risked their lifes to save a world that wasn't even theirs'.

"We're just gonna say this," said Sly, "if you hadn't made the sacrifices that you made, there's a good chance that we wouldn't be here today to hear that reporter's annoying voice." Shayera gave a weak smile. Odd and Ulrich put a hand on her shoulders. "Whatever they decide in there, in our eyes, if no one else's, you're a hero."

Shayera gave them another smile; this one, however, was genuine.

...

"She explotied our weakness, betrayed us..." Wonder Woman had been ranting about what Shayera had done to them, and by this point had probably repeated several of her own points.

"Come on," Flash said, in Shayera's defense, "she was in the ultimate no-win situation; but when push came to shove, she came through for us, just like always."

"She is a pariah to her people." J'onn added. "We are all she has left."

"Believe me, J'onn, I feel for her." Said Superman, "But after everything that's happened, I honestly don't know if I can ever completely trust her again."

Green Lantern looked at the table, silent since the discussion began.

"We're arguing in circles." Said Batman, "It's time to take a vote."

...

"Excuse me Miss Hol," Alfred said as he entered the room. Spidey and his gang and Shayera stood up, apprehension on their faces. "They sent for you."

"Thank you, Alfred." The butler nodded, and walked away. Before she headed to the dining room, she Spidey and his gang a group hug. "Thanks, everyone."

Spidey and his gang returned the gesture, though it was hard to hug someone with wings. "No problem, Shayera."

As soon as she entered the dining room, Spidey quickly pull out Dragoon GT beyblade from his container and quietly went over to the adjacent wall with his gang. They hoped to hear what the League had to say. Maybe they'd go easy on her. Spidey's spider sense goes off and everyone jump slightly when they heard a soft cough. They turned to see Alfred, with a small smile on his lips. Before anyone could explain what they were doing with Spidey, the butler put his ear to the wall, and gave them a wink. They grinned, then mirrored Alfred's action.

...

Shayera entered the dining room to find the other six League members standing in a line. All stood with their backs straight and their shoulders squared. Even Green Lantern, whose right arm was in a cast.

"Hawkgirl..." Began Superman.

Shayera interrupted him. "Before you start, I have something to say." She took a deep breath. "I came to this planet as a patriot. I had a mission and I carried it out. What I couldn't know was that would come to care for the Earth, and her people." She looked at each other of her teammates in the eye; even Batman, who looked her in suspicion, and Wonder Woman, who still gave her a look of contempt. "That I'd come to care for all of you. I've spent the last five years torn between my feelings and my duty. I won't ask you to do the same." Her spine straightened, and some of her old fire returned. "Therefore I am resigning from the Justice League, effective immediately."

She turned and walked towards the door, leaving six stunned ex-teammates behind. Flash recovered fastest and stopped her long enough to give her a hug. She returned it, and whispered in his ear.

"Tell the others to take care of Spidey and his gang; they need friends right now."

With that, she let go, and walked out of the door. She didn't look back.

"Great," muttered Flash, "no Hawkgirl, no Watchtower; what's gonna happen to the League now? Do we all just walk away?"

"No," said J'onn, "we rebuild. Starting today."

"J'onn's right," agreed Superman, "Earth still needs us, and we'll never let her down. It's our duty."

Green Lantern looked down, still silent.

...

Spidey and his gang didn't know what to say. They'd known Shayera for even less time than the rest of the League, but they still counted her as a friend, and now she was leaving? They wanted to say something, anything, to get her to stay, but found they couldn't.

"Good luck." Was all they'd managed to say. Still, they made sure to give Shayera one last group hug before she left..She was a lot like them, in a way. They'd both had their lives shattered, and now she was going to find her own way in the world. How could they do any less? They wasn't sure if they were ready to be superheroes again, but that didn't meant they couldn't live their lifes.

As they sat there, Sunny and Kenny give the project Beautifly just waiting for Shayera to leave and give the project to her, Madoka writes a note for Shayera to make sure she knows what it's for, they were thinking about their futures and Spidey looks at his Dragoon GT beyblade, Alfred walked in.

"Excuse me, sirs and misses." They looked up. "They're ready for y'all."

"Thank you, Alfred." They walked into the dining room with Spidey holding his Dragoon blade in his right hand gripped it. Aelita slowly sneaks her hand to Spidey's left hand and held it in her hand squeezed it. The Justice League was present, minus Green Lantern.

"Now then," said Superman, "What to do with y'all?"

...

Shayera stood at the edge of the cliff near the Wayne Manor. She heard footsteps, but didn't turn around. She knew who it was.

"You never asked how we voted."

Shayera barely glanced at John Stewart before returned her gaze to the sunset. "It doesn't matter."

"So... where're you gonna go?"

"I don't know." Said Shayera after a moment. "Some place where the fate of the world isn't in my hands. Some place where there are no more secrets, no more lies."

"Was it all a lie?"

Shayera turned to look at the Lantern. "I love you, John." She said that with a small smile. "I never lied about that."

After a moment of staring into his eyes, Shayera Hol turned around, opened her wings, and flew off into the sunset.

John Stewart watched her go, until she was too far to see. Only once she was gone did he allow the tears to fall.

"I love you, too."

About 200 yards away from the cliff without warning as Shayera Hol was flying away from the Wayne Manor, she notices something flying towards her. "Beau..." Shayera turns her head to look at what it was, and is shocked to see it was Beautifly, Spidey's butterfly Pokemon.

She stops and turns to her as she floats in the air with something in her little arms.

She asks just to be sure, "Beautifly?"

"Beautifly..." She said. "Beau, bea, beaut..." she said.

"What are you doing?" Shayera said understanding the butterfly Pokemon.

"Beautifly, beau.. beautifly, be, Beautifly..." (I have something for you, Spidey told me to give this to you).

The long auburn haired Thanagarian blushes and stares at her expectantly. The butterfly Pokemon hands her a little coin shaped device with the same symbol as the Ultimatrix on it from Spidey's watch.

"What is it?" Shayera asked as she examined the coin.

"Butterfree..." They turn to Butterfree coming at them with a note. "Free..." he said as he gives her the note.

Shayera reads. 'That is what Kenny and Sunny were working. It's a communication device that works on a frequency only the Ultimatrix can detect.' She pauses before she continues. 'If you ever need help whether it is a villain you can't beat or you know...you just wanted to talk, then you should call me.' Write and say by Spidey and Madoka.

A trace of tears run down her cheek as a smile takes shape on her face. "Thank you, Beautifly and Butterfree."

"Free..Butterfree.""Beau...Beautifly..." They replied.

She nods and flies off in the other direction as the two Pokemon return to Spidey.

Fin


	7. Chapter 7

Spider-Man Unlimited 2V

Chapter 2

In The Intermin: Adjustment

Spidey Parker and the gang with him by his sides stood before five of the six remaining members of the Justice League, waiting to see what they were going to do with them. After all, they weren't even citizens of this universe. Superman was the first to speak.

"Well Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe, first we'd like to thank you for all that y'all did during the Thanagarian invasion. The world needs more heroes like y'all."

"Hold it." Superman paused at Spidey's interruption. "We're never said that we're would keep doing the hero thing. Before yesterday, the only thing we got out of being a hero was pain. We're helped you guys because we're didn't know what else to do. Now that the crisis is over..." He let the sentence hang.

"I don't understand," said the Flash, "why wouldn't y'all want to be superheroes?"

John Cena looked J'onn in the eye. "You're a telepath, right?" the Martian nodded. "Okay. Before you read our minds we need to let the Bit and Pegasus to let you in." They think for a moment, "Okay, they approved. Read our minds and look at the memories from 4 days ago and for Spidey about 3 years ago."

J'onn looked confused for a moment, but then his eyes glowed as he did as he was asked. A few seconds later, he rocketed back in his seat, a look of horror on his face.

"J'onn?" Superman looked at the other alien in concern, but the Martian just shook his head.

"Four days ago and 3 years ago," began Raiden, his expression growing dark as Spidey gripped his Beyblade, "one of his old villains attacked me and the others, Aelita and the Lyoko Warriors also. Short verison: everyone that Spidey cared and we also about, his aunt, best friends, and his girlfriend all died. Aelita has lost her crush to a rogue computer program known as XANA." Tears began to show in the corner of the young man's eyes. Aelita and Dawn put their hands on his shoulders to comfort as Pikachu and Beautifly try to cheer their buddy as Riley did the same and the entire gang try to do the same as Raiden continued. "There isn't a single person on either of our Earths for us." Spidey looked up as he passed his beyblade to his left hand and raised his right hand taking the glove revealing a small spider bite from a Super Spider that bit him and raised his left arm, showing the Ultimatrix. "And it's all because I got this stupid thing attached to my wrist and this spider bite." "Us our tech and powers." Ulrich said as Spidey put on his glove again and gripped Dragoon as looks it at him and Dragoon stares back at him.

The Justice League didn't know what to say. None of them, save for Batman, quite knew what Spidey and his gang were going through, though it was clear that they blamed themselves to a degree.

Superman held up his hands in a placating gesture. "All right, Spidey, we understand. Do y'all think that you and your friends could wait outside while we dicuss this?"

Spidey or his gang couldn't speak past the lump in their throats, so all they did was nod. When they left, the League members turned to look at each other.

Flash spoke first. "Well, that kinda ruins the whole 'ask Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe to join the League plan'."

"They had lost everything that held meaning for them," argued J'onn, "it is a wonder that they hasn't completely broken down already."

"I had sensed before that they were in pain," added Diana, "but I had no idea that they'd already endured so much."

"On top of the lose of their family and friends," said Batman, "they found themselves in another universe. They were thrown into a battle that they wanted no part of, and they weren't even had time to grieve."

Superman rubbed his chin, thinking of what to do. "Maybe we should give them that time." The other Leaguers looked at him. "I could take them to my parents' house; give them some space to come terms with them. At least it'll get them out of your hair, Bruce."

The Dark Knight merely scowled at Superman's joke.

"That wouldn't be a bad idea, Clark." Diana added. Then her expression grew thoughtful. "Maybe they could meet your cousin while they're there. It might be good for them to meet someone their own age."

Both Superman and Flash nodded in agreement. "Once they start feeling better, maybe we can show them around. They did say that he and his gang that Metropolis didn't exist in their own universes." Superman looked at the other Leaguers. "Now, if there aren't any other matters, I think that we should adjourn for now."

"Actually," said J'onn, "there is one more matter concerning Spidey and the gang. When I looked into their minds, I saw one thing that we should all be aware of." He paused, as if unsure of what to say. The others frowned. J'onn was usually very direct in his speech, so for him to dance around a subject was strange. Finally, J'onn spoke.

"You should all know that before they arrived in our universe with the gang, Aelita Stones was trying to kill herself."

The others leaned back in their chairs, shock evident in their expressions. Batman was the only one who wasn't surprised, or if he did, he hid it well.

Flash let out a low whistle. "So instead of waking up to her crush, she and the gang of Spidey and herself woken up in a universe with a nasty computer program trying to kill her or them also." He shook his head. "That's rough."

Superman stood up. "I'll have Kara keep an eye on them. I won't tell her about this, but I will make sure they don't attempt suicide again."

The others Leaguer nodded, then began leaving the room; some to their homes, while the others went to rooms loaned to them by Bruce. J'onn sent a telepathic summary of the meeting to Green Lantern, while Superman left to get Spidey and his gang.

...

Smallville, Kansas

Superman, Spidey and the gang who were either on their vehicles or flying Pokemon and Bit Beasts or wings, Aelita was with Spidey, Riley, Blade Wolf, Beautifly, Pikachu, and Dawn on Dragoon with Yumi, Ulrich, and Odd same thing on Dragoon A (Spidey), flew just over the cloud layer over Clark's home town of Smallville. Spidey and the gang hadn't said much since leaving the meeting, other than saying agreeing to going with Superman and saying goodbye to the other members of the League. Superman had been slightly relieved to find that Spidey and his gang hadn't completely withdrawn into themselves after the outburst; they'd given small smiles to each member, even Batman, even Sunny show him a blue prints of that rocket after Raiden and Blade Wolf use to get at where Armstrong from her universe with Blade Wolf, Raiden, and Eva which made Batman interested in Sunny's tech and Chance and Odd had blushed when Diana had given both of them a gentle hug.

Superman, Spidey and the gang had made good time in getting to Smallville; at Dragoon's maximum speed, he could reach Mach 10 or Latias and Latios with extreme speed if Spidey or anyone without or with nanosuit because they have speed protecters or the TurboKat goes at Mach 9 with the Speed of Heat. Superman could fly much faster then that, but he didn't say so, and he doubted that Spidey or the bladers' Bit-Beasts would care very much right if he did because after seeing the Bit Beasts attacks are extremely powerful.

When they landed in front of the Kent family farm, Spidey returns his Pokemon execpt for Beautifly and Pikachu, the Bit Beasts went into back their Beyblades and Spidey and the bladers caught their beys and put them back while Chance and Jake put up the TurboKat in the backpack. They stood in front of the place. "Nice place man." Odd commented as Kiwi jump out from the bag Odd has with him. They didn't mind being on a farm unless if you being at the Duke's Farm in Hazzard county which existed in Spidey's universe. That meant there would be some peace and quiet. At the very least, no one would be trying to kill them. Probably.

The sun had just started to rise; Madoka and Yumi asked if it was okay to go inside if his parents were still asleep, but Clark laughed. He told them that it was rare for his parents to get up after sunrise and Spidey told that he met people like that and he asked who and Spidey say the Duke Family and Spidey laughed at Superman's shocked face that he met the Dukes in real life with his original gang.

To prove his point, he called out. "Ma! Pa! I'm home!"

A moment later, an elderly man and women opened the door to greet them. While both were getting on in their years, they seemed lively and in good shape. The man that Spidey and the gang saw reminded of Grandpa Max and Uncle Ben or Aelita's father.

The woman, Martha Kent, walked up to Superman and gave him a hug. "Welcome back, Clark."

Clark smiled down at his mother. "It's good to see you both." He turned his head towards Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe. "This is Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe. I was hoping that you could let them stay here for a few days, a week at the most. At least until we can find a place for them." As the four Assassin's took off their hoods.

Martha looked at the young man and his gang. They seemed nice, but Spidey and his gang eyes looked haunted with their Bit Beasts hidden in them, as if they'd seen too much with his friends. Jonathan, who had also come forward to see his son, had seen the same thing. He shared a look with his wife, who nodded.

"Sure, Clark," he said, then turned to Spidey and his friends. "Why don't y'all let Martha show you to Clark's old room? You looked tired; you should get some sleep, then we'll show y'all showed around the old place and see if we got any sleeping bags for your friends."

Spidey and his friends gave a small smile. "Thank you, Mister Kent."

As Martha led them into the house, Jonathan turned to his son.

"So, Clark, what's the story with the boys and girl?"

Clark sighed and small smile. "Well, dad, it started with the Thanagarians..."

...

Martha had shown Spidey, Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe around the house, and than to Clark's old room where, after thanking her profusely and the group thank her for the sleeping bags, Spidey had immediately fallen asleep with Aelita laying at his side while everyone sleep peacefully, Riley and Kiwi in their dog beds. He did not get much sleep, however, because the same nightmares that had been plaguing him for the last two nights woke him up. After drying the tears off of his face, and knowing that he wouldn't be getting any more sleep than three hours he'd already gotten, after Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe woke up, they decided to start their day. Spidey took off his jacket, which he'd fallen asleep in, when he realized that he didn't have any other clothes. In fact, he'd been wearing the same clothes for three days straight. He would have to do something about that. Heck, even Madoka's clothes doing about that and Chance and Jake's clothes also, the entire gang same thing.

After taking turns showeing, they place their clothes and Swat Kats' costumes on the bed in a row and Spidey's weapons against the wall while the launcher, ripcord and Beyblade container on the desk, Madoka and the girls were hiding in the closet blushing because they was in the nude except for their underwear on her even the boy kats and the boys in boxers for their tails hang out (Chance and Jake's tails) , then Spidey activated the Ultimatrix. After finding the alien he needed, he slammed the dial down. In a flash of green light, a copper-coated robot stood in Spidey's place. Its body was round, and its legs were stubby. Its head was small and had neither a mouth nor neck. On top of its head was a winder, similar to that of an old clock. On its chest was the Ultimatrix symbol.

"CLOCKWORK!" the alien cried in a German accent. "Okay, let's do something about these clothes."

He pointed his hands at the clothes, and a green beam shot out towards them. After a moment, the beam stopped. Clockwork leaned forward to examine the clothes. They were completely clean. He had used his powers of time manipulation to reverse time around his and friends clothes, until they were in condition they'd been in before they'd put them on three or one days ago.

Pleased with his handiwork, Clockwork slapped the Ultimatrix dial and turned back to normal. After getting dressed and Spidey getting his weapons on and grabbing a black tank top from his bag which he had and that backpack has bottomless vault like a safe inside, they walked fully clothed downstairs. Sitting at the kitchen table, drinking a cup of tea, was Martha Kent.

She looked up in surprise. "Hello Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe." She said, "I thought y'all would still be asleep."

"We're haven't been sleeping well for the last few days." Spidey and everyone scratched the back of their necks in embarrassment.

Martha nodded in apparent understanding. "Well, I'm sure that if I found myself in another universe, I would have trouble sleeping too." At everyone's look of shock, she chuckled. "Clark told Jonathan, and Jonathan told me."

They smiled. At least they wouldn't have to tell their storys again. They were getting kind of tired doing that. Their smile grew wider when Martha brought out some pancakes.

"Hungry, everyone?"

Their's smiles became a full-faced grin.

...

Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe sat back in their chairs with a sigh. They hadn't had a breakfast that good in years along with Dojo who has a bit of potbelly, except for Beautifly, Pikachu, Piplup, Riley, and Blade Wolf. Martha watched them with a bemused smile.

"Good heavens, everyone, y'all must really love panacakes."

"After my friends made me eat of some bad or good foods, stuff like panacakes fix like farmers are the food of the gods." Their completely straight faces told Martha that they were being serious.

Before she could ask for more information, they stood up.

"Do you want our help cleaning the dishes?"

Martha stood up as well. "No, thank you everyone, but if you do want to help, Jonathan could use some help with some of the farm work. Without Kara around, it can be a little hard for a man his age. He's around the barn; it shouldn't be too hard to find him."

They nodded and headed to the door. Just as Spidey reached for the doorknob, they turned around.

"Who's Kara?"

Martha laughed. She'd forgotten to tell them.

"Kara is Clark's cousin. She goes by the name of Supergirl sometimes."

Their's eyebrows rose. "So she has the same powers as Clark?"

Martha nodded.

"Cool." Spidey and Tyson and Max flashed a grin. As he was opeing the door for his friends, Martha called out again.

"It's a little chilly out today," she said, "don't your want your jacket or shirt?"

Spidey frowned and looked at his arms. All he had was his black tank top, blue fainted right knee ripped hole jeans, Puma shoes, Beyblade container on his left arm and his shield which was a backpack style strapped to his back with his slim straight sword and quiver with the arrows and bow, whip, katana swords, revolvers, cane, launcher, ripcord and tomhawk, Poke balls, Spider Morpher and his blue and red cap backwards on his head, Dog Tags and Sonic necklace on his neck. He turned to Martha.

"Not just yet." He said. "I don't know if we'd ready to be heroes again."

...

'It's a wonderful day for flying,' thought Kara Kent, aka Supergirl. She was heading to the Kent farm from Gotham city, where she'd been keeping her Barbara Gordon, aka Batgirl, company during the Thanagarian occupation. Once Batman had returned, she decided to go home before Batman kicked her out of "his" city.

Once she reached the farm, she used her super speed to rush to her room, so that she could change out of her costume. After a quick hello to Martha, she zoomed upstairs. Before she entered her room, however, she noticed something amiss.

Usually, the door to Clark's room was closed. But now, it was partially open. Did that mean that her cousin was home? He usually called her cell phone to let her know when he was back. She walked up to the door and slowly opened it. Everything seemed in order, save for three things. First, the bed was not made to the exacting Kent standards. Second, there were sleeping bags on the ground around the bed, along with backpacks of different colors, two dog beds along each other. Three, there was an black hoodie MMA ELITE on the front in gray and white letters and the back was the same but bigger with wings and a G-flight suit with a helmet and mask and gloves and gauntlets and a red backpack with a triple colored one strapped over the shoulder.

Kara picked up the hoodie. It was much too small to be Clark's.

"That belongs to our guests." Kara jumped and spun, seeing Martha in the doorway.

"We have guests?" suddenly Kara was worried. Clark was always lecturing her about not using her powers in Smallville. She fervently hoped that these guests hadn't seen her flying in.

"Clark brought them here this morning," Martha explained, "before heading back to Metropolis. Their names are Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Zoe, Pikachu, Beautifly, Dojo, Sunny, and Eva and they'll be staying here for a few days."

"Do they know about..." Kara pointed to the symbol on her shirt, the same "S-Shield" that was on Superman's uniform.

"Apparently they flew here themselves on in a jet and on some spirits, vehicles they got, even some Pokémon that Spidey has, right alongside your cousin." Martha looked Kara in the eye. "Be nice to them. They're had a rough time lately."

Kara nodded, placed the hoodie back on the bed, then headed to her room. She came back out in jeans and a white t-shirt and headed outside. All the while, she was wondering about these people. What were they like? What powers did they have other than flight? Was they were an alien like her? Was they also heroes?

She was so lost in thought that she hadn't realized she'd reached the barn until she hit the side of it. Embarrassed, she looked around to make sure that no one else had seen her. She was going to head inside when she heard some grunting in the barn and voices.

"Ahh!"

"Don't mess with the Murray!"

She rushed inside, but then froze. Standing in front of her adopted father was two humanoid kats and animals, with human girls and boys guiding some hay bales with their minds, Blade Wolf was tossing into the upper level with his tail with Eva and Raiden, Aelita and her friends were tossing them together as Dawn has Togekiss out of her Pokeball as she pulls up them to the upper, Rex has his Smack hands and tossing them to the upper level, Riley was beside Jonathan with Pikachu and Beautifly, Dojo and a twenty foot-tall brown dinosaur. It was rubbing its elephantine foot, then glared at a bale of hay. Apparently it had dropped the hay bale on its foot. Riley barked as the dinosaur's body frozen and stopped when it noticed the blond head supergirl.

"Please tell us you're Kara." A flicker of fear showed on its face. Even them does the same.

Kara nodded. The dinosaur and his gang sighed in relief, then grabbed the hay bale and placed it with the others they had been stacking. Kara noticed the strange dial with a green hourglass and black background symbol on its chest. What was that?

Jonathan Kent walked up to her. "Quite a sight, aren't they?"

Kara nodded again. Speech had apparently left her.

"Kara, this is Humongosaur, his friends: Aelita, Dawn, Madoka, Riley, Blade Wolf, Pikachu, Piplup, Beauitfly, Dojo, Kiwi, Yumi, Ulrich, Odd, Jack Ryan, James Heller, John Cena, AJ Lee, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Julia, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe." Said Jonathan, pointing to them and the dinosaur. Then he frowned. "That is what you called yourself, right, son?"

Humongosaur nodded, then they stepped away from the hay bales, their job complete. Then he slapped the dial on his chest while the four stared away from them. Kara covered her eyes as a green flash lit the barn. When she opened her eyes again, Humongosaur was gone. In his place with his friends stood a boy older then her age, with dark brown hair, brown eyes and a blue and red cap wore backwards on his head. Wore an black tank top with a big bright red spider on the front, a range of weapons on his belt: tomhawk, whip, katana swords, Poke balls on his belt, Golden Tiger Claws, Sly Cooper Cane, revolvers on his sides, blade, bow and arrows, launcher, ripcord. And a Beyblade container blue and yellow. On his wrists were a green gaunlet-like device, with the same symbol on it and a all silver wrist watch on his right wrist and blue fingerless airpocket opened gloves and a shield on his back and Dog Tags and a guitar symbol on his neck completely glass.

The boy held out his hand. "Hi, I'm Spidey. Spidey Parker."

Aelita held out her hand. "Aelita, Aelita Stones. You probably know the rest of their names."

The girl held out her hand also. "Madoka, Madoka Amona."

The two kats held out their hands. "Chance Furlong, and Jake Clawson."

Rex held out his hand. "Rex Salazar."

Kara shook their hands, then frowned. "I thought your name was Humongosaur?"

Yumi laughed. "That's only when he's transform. Spidey is his real name."

Jonathan coughed, causing everyone to look at him. "Sorry," he said, "but I'm going to take a nap inside. Old age is a pain." He grumbled the last part.

After he left the barn, everyone turned to Kara.

"So," Aelita began, "Superman's cousin, huh? Can you fly?"

Kara responded by lifting a few feet off the ground. Spidey had a massive grin on his face, showing brilliantly healthly white teeth. Even his friends had the same grin on their faces.

"That never gets old."

Kara tilted her head. "Why are y'all impressed? Ma said that y'all flew here with Clark."

Spidey and Madoka and Tyson and the bladers nodded. Then they got out their beyblades from their containers. "See these?" they showed her the Beyblades and Spidey showed her the device on his left wrist. "It's called the Ultimatrix. It lets me turn into different aliens, with different powers." Madoka speaks. "They called Beyblades. They're look like spinning tops but trust us they're not an ordinary spinning tops. It can a spin a hundreds times faster than any top spinning tops and the one with this beast on it has a special gear can be placed inside to release a massive energy temporarily. They're very powerful tools with beasts known as a 'Bit-Beast' and a Constellation star in it and they're sometimes used for sport or saving lifes." Spidey spoke again as removes his right hand glove and show her a spider bite and put it back on. "I also have spider powers. And weapons and this wrist watch with nanobots in it." Chance and Jake spoke up. "We made some unqiue tech and a jet out of junk." Spidey explain the rest of the gang to her

Kara was shocked. She had never heard of such technology or even these Beyblades with very powerful beasts, or future cyborg from the future and a star or them making tech out of junk. Even the most advanced scientific achievements or anicent achievements on Argos, Krypton's sister planet, had never even come close to something like that.

Spidey pressed the twin buttons on the Ultimatrix's dial, causing the dial to pop up. When it did, a small, green hologram of Humongosaur appeared. Then Spidey began twisting the dial, seemingly in notches. With each notch, a new hologram would appear.

Kara pointed at one. "What's he do?"

Spidey smiled. "Well, our next chore or mine job actually was to sweep out the barn. This guy'll do fine. AJ?"

After he put up his Beyblade, he slammed down the dial. Kara covered her eyes and his friends does the same from the green flash. When it died down, she saw a six foot-tall, green and black turtle, standing upright on its back flippers. It had two larger flippers for arms, and a stubby head with no neck. The front of its shell had large holes in it, and the Ultimatrix dial appeared in the center.

"TERRASPIN!" the turtle cried out.

"What do you think?" Terraspin's voice was deep, but it also sounded sleepy, or bored.

"I think you were missed in The Little Mermaid." Kara's tone indicated that she was joking.

"Ha ha in case you know I seen that movie." Terraspin walked to the back of the barn, then faced the doors. "Y'all should probably get behind me."

Slightly unsure, Kara and his friends knew was about to happened walked behind the giant turtle as AJ got into a air bender stance. Terraspin jumped a few feet into the air, then his head disappeared into his shell. His arm-flippers straightened out an angle, while his feet-flippers joined together, to form a third "blade". All in all, he looked like an "O" had been placed over a "Y". Then the blades began spinning as AJ whirled her arms in a circle, and huge gusts of wind blew out of the holes in his shell along with the air from AJ's arm stance. All of the dust and loose hay on the ground blew out the door. In a few moments, the floor was swept clean.

Terraspin slapped the dial on his chest, turning back to normal. Spidey turned to see Kara staring at him, eyes wide while his friends just grinned.

"That was awesome!"

Spidey shrugged, trying to look modest, but the grin wouldn't leave his face or his friends. It just felt too good to be appreciated. After that stupid reporter, Jonah J Jameson had used his influence to turn the world against him and his gang, he had forgotten what it was like to be liked with his friends. Until he escaped to the Code Lyoko universe where there were no bad reviews as him or his gang in the reality world after going to Code Lyoko universe. "I'm just glad that I toned down Terraspin's power along with AJ." He said, "Otherwise, I'd have probably blown the barn doors."

Kara gave him a quizzical look. "Have you knocked down barns before?"

Spidey's grin turned sheepish. "Well, before I really got the hang of it both with my powers, I used to cause a lot of damage to buildings and stuff. People don't really appreciate having their car crushed by an alien or as an superhuman spider."

"So where'd you get that thing and your spider powers and your weapons?" Kara gestured towards the Ultimatrix and his spider powers and his weapons on him even his best pal and his friends.

"It's a long story."

"I'll get popcorn?" Kara offered.

"Deal." They said together.

...

A few hours later, Spidey and his friends and Kara sitting on top of the barn. After getting popcorn which Kara has in her arms and Madoka and Dawn and Tyson and the bladers bended down charging their super jump as a blue aura surrounded them and Dawn held Pikachu in her arms and jumped up to the roof and Spidey grab both Chance and Jake on his shoulder and jumped up to the roof like Madoka. Aelita, Odd, Yumi, and Ulrich were brought up by Spidey's bullwhip as they got pull, everyone was on the roof while Kara flew up following them. They began their stories like all sorts of things from their life's.

(Spidey and the gang's life were like the mixed of Peter Parker and Ben Tennyson).

Kara had been like a little kid at story time; neither Superman nor Batgirl told her many stories of their battles. In fact, the only hero that she knew who consistently told stories was Flash, and she was pretty sure that those were exaggerated.

At the moment, Spidey was telling her, Aelita, Odd, Yumi, and Ulrich about his first time turning into Rath, an aggressive, humanoid, short stubb tail tiger. Apparently, when Spidey turned into that alien, he lost some of his self-control even with Dragoon who was the Bit-Beast lives in Spidey's body and mind and the Beyblade, and became more instinct-prone.

"...and then, when we get to the palace, we give the Tiffin to this big, red alien named Jarod. At first, we thought that everything was all right, but then he picks up the Tiffin, and eats him!"

Kara's jaw dropped along with Aelita, Yumi, Odd, and Ulrich. "He ate the baby!?" they screeched.

"Wait its gets even better." Madoka said because she knew it due to she went with Spidey after Gingka defeat Lightning L-Drago and her friends and Gingka were dead after the Dark Nebula relives and killed them and Gingka gives Madoka her Pegasus and sort of got powers after that and her age reduce to 10 years old along with Tyson and the others and went with Spidey to his reality universe with the gang and begin their superheroes careers.

Spidey chuckled, remembering what happened next. "Yeah, we pretty much had that same reaction. I think T-Bone fainted. Anyway, I got ticked off, well, more than usual as Rath, then I jumped up to the guy, opened his mouth, jumped down his throat..."

Kara gasped. They just laughed.

"I grabbed that little flying whipped cream, and then punched Jarod's teeth out so that I could get us free."

"What happened next?"

"He threatened to declare war on the Lodons if he didn't get his delicacy. And an apology. I reminded him that I had just jumped down his throat; I warned him that if he started a war, I would do it again, and then I'd knit his intestines into a sweater."

Kara, Aelita and her friends started laughing hysterically. After a few minutes, they calmed down enough for Spidey to continue.

"Then we got back to Earth, I gave the Tiffin back to his mom, then I threatened to beat the living shit out of the ambassador; apparently he knew that the Tiffin was a food offering."

Kara's eyes narrowed. She had never met this ambassador, but she knew that she wouldn't have threatened to beat the guy up; she'd have actually done it.

"And then?"

Chance and Kevin Ethan Levin looked away as Spidey tell more. "Well, they left, and then I finally turned back to normal. T-Bone or Chance and Kevin said it was because the Tiffin was sending out some sort of signal that messed with the Ultimatrix. Apparently they knew the entire time, but never told us." Now Spidey's own eyes narrowed. "And then I turned back into Rath."

"You beat them up?"

"Nah, just scared him some."

Kara shook her head, grinning. "Y'all have the craziest adventures." After Aelita and her friends told her about the events in the universe of Code Lyoko which Ulrich, Odd, and Yumi were shocked that they were part of a TV series but they were cool with it, Kara had some jaw dropping and shocking and laughing moments at their mission to protect the Earth from XANA with Spidey and his gang. Then the grin vanished, and she leaned forward, with an serious look. "So why don't y'all want to be superheroes anymore?"

They sighed. They knew that question was coming. They decided to counter with one of their own.

"Do you know what it's like to lose everyone that you ever cared about?"

Kara looked at them for a moment, then looked at her feet. "Yeah, I do."

"WHAT THE MOTHER!?" Spidey and the gang yelled.

Kara looked at them mostly Spidey, who had a look of shock on his face even them. "Did Clark ever tell y'all about what happened to our own planet, Krypton?"

They nodded. It had been a few hours after they had defeated the Thanagarians; since Spidey and his friends had shared their storys with the League, Superman had thought it only fair to tell them his own.

"Well, when Krypton exploded, I was on Argos, Krypton's twin; it had been thrown out of orbit, and was freezing over. We didn't have long before we could all die. Most of us were put into stasis so that there would be food and supplies for the scientists that were working on a way to save everyone else. It didn't work."

Tears began to form in the corners of Kara's eyes, which she quickly blinked away.

"When Clark found me, I was the only survivor; all of the other stasis pods had failed." She looked back at Spidey. "What happened to you?"

Now it was Spidey who was looking at his Bey in his hand as he and the others looked at the clouds. "One of my villains attacked my home. My Uncle Ben, My Aunt May, and My best friend Gwen Stacy..." Spidey paused to swallow the lump in his throat. "Harry and Eddie and...my girlfriend MJ. All of them, gone. Aelita has lost her father and crush Jeremy Belpois to XANA, Madoka has lost her friends and crush same with Aelita, everyone lost their worlds and familiys."

Kara fought hard to hold back her tears. While she knew what it was like to lose everyone important in her life, she had several years to grieve and move on. Spidey and his gang had only had four days after losing their dear friend and Aelita's love Jeremy Belpois

The five sat in silence for a few minutes, just watching the sun set. After a while, Spidey grabbed both Chance and Jake and Madoka along with the gang and they jumped down from the roof and Kara followed them. They headed indoors, where they enjoyed dinner with Martha and Jonathan. Spidey, Dawn, Madoka, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe shared a few more stories, ending on a high note where they finished their tale of how they had saved the universe from the Highbreed, and then saving the entire Highbreed race from extinction.

After dinner, Spidey, Aelita, Dawn, Madoka, Riley, except for Blade Wolf, Pikachu, Piplup, Beauitfly, Dojo, Kiwi, Yumi, Ulrich, Odd, Jack Ryan, James Heller, John Cena, AJ Lee, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Julia, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe, and Kara headed towards their rooms. It had been a long day, and everyone felt emotionally drained from their experiences.

...

Spidey had been here before with his friend Madoka and the others after Dawn told them what happened after XANA brought them to where Spidey is. They remembered coming here, running faster when they saw the smoke. They arrived, hoping that everyone was okay. They saw the blood, and knew that someone was hurt. Then they saw the bodies. They saw the expressions of pain and horror. Then he saw them, standing on the ruins of their house, on his hover board, his sadistic laughter reaching their ears once more...

Spidey sat up straight, tears, falling down his face along with Aelita who was laying on the bed with him same state as him. They looked at the clock. It was 1'oclock. He'd only been asleep for four hours with his friends sleeping peacefully. They wiped the tears away, then stood. He was wearing a pair of black sweat ninja pants and his tank top that Jonathan had loaned him the sweat pants. He had just gotten out of bed along with Aelita when his spider sense goes off as they heard the door open.

"Spidey? Aelita?"

Kara stood in the doorway, wearing a pink nightgown. Concern was written all over her face. Thanks to her super hearing, she had heard Spidey and Aelita moaning and softly crying in their sleep. After a few minutes, she could no longer take it, and had come to his room.

Spidey stared at Kara for a moment, before all self-control abandoned him and he collapsed, sobbing and babbling incoherently, Aelita wrapped her arms around him to comfort. Pikachu and Beautifly heard their partner crying and woke up. "Pika?" "Beau?" Pikachu and Beautifly squeaked and concern on their face as he got up from their spot with Dawn and walked, flew up to him as they tried to comfort him. Kara rushed over to them and wrapped them in her arms.

They stayed there for a long time; these three pilgrims of different worlds, united in loss.


	8. Chapter 8

Spider-Man Unlimited 2V

Chapter 3

Hero Time

Kara stayed with Spidey and Aelita for the most of the night, only leaving when she knew that Kents would be waking up. Though neither had gotten much asleep, both Spidey, Aelita, and Kara felt better for the emotional release, and for that, Spidey and Aelita were especially grateful. Though three of them along with Dawn who heard it last night would later remember the event with a touch of awkwardness, neither commented on it. They were friends; awkwardness was expected every now and then.

The next few days may not have been eventful, but they were just what Spidey and his gang needed. After he put on his hoodie on but not the shirt, every day he and his friends would help the Kents with chores and farm work, usually with the help of his friends, aliens, and his powers. After they were done, they would hang out with Kara; usually Spidey would show her more of his aliens, his powers and weapons and how to Beyblade, or tell her more of their adventures. Every night after the first, he would have nightmares but, fortunately, they were not as severe. After the third night, he was actually able to asleep again after the nightmares ended.

Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, Pikachu, Beautifly, Piplup, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe had more company than just the Kent family. Superman would visit from Metropoils every other day to check up on them, and the other League members each paid them a visit as well, only while in civilian clothes, and only by themselves, to avoid suspicion. Execpt for Batman. The Dark Knight only called the Kent home once, and only briefly. It was certainly a surprise for them. Batman had never seemed the comforting type, so even checking up on them via phone call must have been werid. Still, it did wonders for Spidey or his gang's emotional states to find out that there were people who cared for them. They weren't alone like the Avengers.

Gotham City, The Batcave

Batman sat at his computer, lost in thought. He had barely left his chair since Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, Pikachu, Beautifly, Piplup, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe had left for Smallville. He had even entrusted Batgirl and Robin with more patrol duties to cover for him, much to the surprise of his young partners. He stared at the image on his computer. An image of Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe staring back.

Bruce heard footsteps coming behind him, but he didn't turn around. Years of training had taught him how to recognize the pattern of an individual's footsteps, and even without training, he had heard those shoes against the floor for so many years that he could have recognized their owner anywhere.

"You got me again, sir."

"You tried leading with your left foot again." Batman smirked. "It's been awhile since you tried to fool me."

"With all due respect, sir, I was worried that your project concerning young Master Parker and his friends had distracted you from all else."

Bruce looked up as his butler placed a tray of food next to him. Then he looked at the time. He did need to eat. Bringing his attention back to the screen, he began typing with one hand, while picking his food with the other. Alfred waited patiently behind him.

"What is it, Alfred?"

"Sir," Alfred began, a hint of trepidation in his voice, "Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe are not Bruce Wayne."

Bruce turned around and gave his butler a sharp look. "Are you so sure, Alfred? They lost their family, the girl he loved, the boy she loved (Aelita), everyone who was important to them. Even Chance and Jake lost their entire kind. How is they not like me?"

"Is that why you are helping them?"

Batman gestured to the computer screen. Under their images were their age, birthday, and every important fact needed in an identity.

"When my parents died, I was left millions of dollars, I was the heir to an incredibly successful company, and I had a home. They are from another universe. Not even Chance and Jake's hometown exists here. This way, they can at least have an identity. They can have a normal life."

"Will you use this as a bribe to get them to be heroes once more?"

Batman sighed, then looked down. "I'm hoping that Spidey and his gang sees it as an incentive to not be."

Alfred looked at him quizzically. "Sir?"

"He blames himself for what happened to his family along with his gang. He believes that if they hadn't chosen to be heroes, they wouldn't have drawn attention to his family even for his friends. I can give them a chance to start over, to give up the life of a superhero, if they want to."

Alfred nodded. "I understand, sir."

Batman resumed typing for a moment, then printed out four sheets pieces of paper, which he handed them to the butler.

"Call Superman," he instructed, "tell him to give this to Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe before he tries to introduce them to anyone."

Smallville

It had been a full week since Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe had arrived at the Kent farm, and on the morning of the seventh day, they had a pleasant surprise.

Spidey and the gang who had been having nightmares had slept through the entire night; in fact, they'd overslept. It was almost 10 AM!

Sure, they'd still had nightmares, so they couldn't call their sleep restful. But heck, it sure beat waking up crying at 2 freakin' AM!

After showering and cleaning his and friends clothes with Clockwork(they still in their backpacks have any other clothes), he put on his Spider-Man shirt t-shirt for the fuck of it and zipping up his hoodie and put his cap on the desk and got out a brown ferdoa hat style of Indiana Jones from his backpack and putting everything on they headed downstairs. They were mildly surprised to find Clark at the table, sipping a cup of coffee. He was in his civilian attire, for which them was grateful. They had gotten used to people wearing costumes, but still, they thought it looked a little silly.

"Morning, Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe." Called the Kryptonian, "How did you sleep everyone?"

"Better than usual," Spidey replied with Pikachu on his shoulder and Beautifly on his head, "though that hasnt't been saying much, lately."

"Still having nightmares?"

Spidey sighed as he and his friends sat the at the table. "I don't know if I'll ever get rid of them and, to be honest, a part of me doesn't want to."

Clark tilited his head, confused. "Why wouldn't you want to..."

"Because we're in another universe." James Heller interrupted, "Our family never existed here. The nightmares are the only time that we can see them now. We can't even visit their graves."

The five sat in silence for a while, until Clark slid them bunches sheets of paper.

"Batman asked me to give this to y'all." He smiled sheepishly. "I don't think I was supposed to read it, but I got curious."

Jake and Ulrich raised an eyebrow. "And here were, thinking you were such a boy scout."

Clark chuckled, remembering Flash saying something similar after the Justice League had defeated their evil, parallel-dimension counterparts, the Justice Lords.

"Never even got my first merit badge."

They laughed, then their turned their attention to the papers. Their eyes widened as they read. It was a short summary of their life's. Only, it was not their life's. Rather, it was the life of Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe if they had lived in this universe. The details on the paper were vague, but Spidey and everyone else realized why. What they had been given was a rough draft of a new life.

According to the paper, their entire familys had recently died in an accident (which wasn't entirely untrue), and while they were waiting to receive property that had belonged to their family, they were staying with the Kent's, who were apparently family friends.

They blinked. Property? What property? They looked over at Clark, who only shrugged.

"Guess he's looking out for y'all."

Chance and Tyson smirked. "Aww, and here we thought he didn't care."

Clark's face grew serious. "Bruce might not act it, but he's one of the most caring people on the planet. He once changed the retirement policy throughout Wayne Industries just so one employee didn't have to retire."

"Oh." That eloquent response was all Madoka and Hilary had. While they had figured that Batman wasn't all that Bruce Wayne was, they didn't realized the guy could be so damn nice. They would have to find a way to return the favor one day.

After a moment of awkward silence, Clark asked, "So, Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Dojo, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe, other than when you first arrived in this universe, y'all haven't seen much of Metropolis, right?"

Spidey snorted. "You mean Metropolis without Thanagarians invading it? No, not really."

Clark smiled. "Yeah, alien invaders don't really attract tourists. Anyway, I figured that y'all could use a change of scenery. After all, a week on a farm could get boring."

They didn't necessarily agree. For the most part, they'd been pretty happy at the Kent farm. They had no problem helping out since his aliens, powers, weapons and his friends made chores a breeze, and the Kent's were good people. It was only yesterday that they'd found that they had nothing to do. Normally, after they were done with chores, they would hang out with Kara, either showing her some of Spidey's aliens or Beyblading, or telling her about more of their adventures; however, her school had reopened, the world starting to resume its normal schedule following the Thanagarian invasion. And that meant that their newest friend had to finish her last few months of high school.

They shrugged. "We're guess it wouldn't hurt to see what's there. After all, Metropolis doesn't exist back home."

Clark grinned. "Great. I can introduce y'all to a few friends of mine. Y'all should probably leave a note for my folks; tell them you'll be out for a couple of days."

As Clark got up to change into his costume, they quickly ran up to their room, where Spidey grabbed a piece of paper and a pencil. At first, they had wondered those things were in the room, but Clark's parents had later told them that Clark was a journalist. Now it made sense to have those materials. Spidey quickly wrote a note explaining to the elder Kents where they were going, and that they would be back in a few days.

As they were walking out of the room after Chance and Jake grabbed their costumes and Glovatrixes and places them under their clothes and Glovatrixes invisible on their wrists and helmet and mask and gloves on the hands not seen and grabbing the small TurboKat and a growing ray gun, Spidey paused. He went back to the desk and wrote another note, this one to Kara. It said the same thing as the first, but with one addition.

P.S.

Remind me to tell you the story of when I fell into the Fountain of Youth. Trust me, it's hilarious.

Thanks for being there,

Spidey and the gang

Before they went down the stairs, he slid the note to Kara under her door. By the time they came back down the stairs, Superman was waiting near the door, already in his costume and tapping his foot impatiently. Spidey quickly placed the note on the kitchen table, After they got outside. "All right y'all, get on my back." Dojo said as he grow to his original size of 40 foot long dragon from his small lizard state, Spidey got out from the Poke balls Ho-oh and Lugia as Blade Wolf and Murray got on them while Chance and Jake place the TurboKat on the ground and Jake pointed the gun at it.

As Spidey and the gang got on Dojo, Superman frowned.

"Where's the rest of your stuff?" He asked.

Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe paused, then looked down at themselves.

"This is all we're got. Except for our stuff in our backpacks." They admitted.

Superman mentally kicked himself. Of course they wouldn't have anything other than the clothes on their backs.

"Let's go Dojo." "Right Spidey, welcome to air Dojo." They laughed at Dojo's joke as he smiled and got into the air and Jake fired and the jet grow to full size again.

"Thanks goodness that I didn't have use the Ultimatrix it can screw me up, I mean Azmuth would promised me that he'd have this thing fixed."

Spidey put Pikachu and Beautifly in his hoodie as Aelita and Dawn held onto Spidey with Dawn holding Riley on her lap with Piplup in Spidey's hoodie and placed his sunglasses on his eyes and Madoka puts on her goggles as everyone held on Dojo's scaly skin and Chance and Jake jumped on the wing and hopped inside the cockpit and they flew and take off at a leisurely pace, not in any real hurry to get Metropolis. Superman pointed down.

"We're passing over Kara's school; she just waved at us."

Chance drive the jet and they saw her through their 3D radar and Spidey saw with his eye of the sniper. They looked down, still Spidey and his friends wave at the ground, hoping that Kara was still there to notice. Superman looked down for a moment, then looked back at Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, Zoe, Ho-oh, Lugia, and Dojo.

"She saw. She waved again."

They smiled and everyone resumed their course. After a moment, Superman turned his attention back to Spidey.

"Who's Azmuth?"

"Creator of the Ultimatrix. He's also the leader of the Galvan." Seeing the blank look on Superman's face, Spidey sighed. "He's a Grey Matter."

Superman nodded in understanding.

"So, why do you call out your aliens' names?"

Spidey shrugged as rode on Dojo's body with the gang. "I don't know," he said, "I guess the Ultimatrix read my mind or something and gave all of my alien's superhero names or my original superhero name Spider-Man."

"Now it's my turn," said Spidey, "how did you know that I was having nightmares?"

Superman looked away for a moment. "I got home about an hour before you woke up." Then he tapped his ear. "Super hearing. By the way, you snore."

Spidey groaned.

Metropolis

(I decided to everyone on this planet used to these humanoids people or the Pokémon or Cyborg Wolf).

Superman guided Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe to his apartment, where Clark quickly changed into his civilian attire. Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, and Zoe as they got off of Dojo who shrinked to his original size and got on Spidey's right shoulder as Beauitfly, Piplup, and Pikachu got out of Spidey's hoodie. Chance and Jake put up their jet in the bag and shrunk it again.

They took a look at Clark's home. "Nice place man." Spidey commented.

"Thanks." Clark replied, "It's not bad for a reporter's home."

"Considering that we still living at my aunt and uncle's house with my gang until a little over 4 years ago, this is one heck of a first apartment."

Clark laughed, then went to grab his briefcase, then they headed towards the door. When they left the apartment, Clark hailed a taxi (Don't ask), and the group headed to Clark's office. As they got out of the cab, their jaws dropped. Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, and Zoe seen this building not with Dojo and the gang!

"You work here?" asked Chance as he gestured to the golden planetoid that topped the Daily Planet.

Clark shrugged. "Yeah. Why, do you know this place?"

Spidey and the gang lowered their voices, so that no one could overhear. "We're 'arrived' not too far from here. That building was the first thing we saw."

Clark grinned. "Well, now you have a landmark."

Before they could respond, they saw a woman waving at them. Specifically, at Clark. As she walked over to them, they saw Clark's eyes light up. They could see why because that Clark has the flirty look in his eyes. The woman was certainly attractive, with a good figure, long black hair to the upper back, purple eyes and a cute face. She wore a purple dress jacket and a short, white skirt and purple heels.

"Hey, Smallville." the woman greeted. They blinked. Smallville? She had nicknamed Clark after his hometown? That was kind of weird. Or was it some sort of pet name?

The woman continued. "So, who's your new friends?"

Clark smiled. "Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Jack, James, John Cena, AJ Lee, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, Dojo, and Zoe, I'd like y'all to meet Lois Lane, head reporter for the Daily Planet."

Everyone shook Lois' hand one by one except for Blade Wolf, Riley, Beautifly, Pikachu, Dojo, and Piplup. Everyone had polite smiles on their faces.

"So, everyone," said Lois, "how do y'all know Smallville here?"

They paused for a moment, remembering what Batman had written down.

"Well, his family and ours were close, so we're staying with him until we get our place up and running."

Lois looked confused. "Can't your family do that?"

Spidey and the gang looked down, their good mood vanishing. It was still hard for Spidey or them to say it out loud. There was a good chance that it always would be.

Clark noticed his young and older friends' discomfort, so he decided to take over.

"Their family were recently killed in an accident, Lois. My family is all they're got."

Lois put a hand to her mouth, then put a hand on Spidey's right shoulder.

"I'm so sorry."

Spidey shrugged. "We'll be okay."

Lois nodded, then turned to address them.

"Come on, Smallville, we can give them a tour of the place.

Clark nodded, then Clark guided them inside the building.

...

Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, Dojo, and Zoe stared at the huge office. They had always thought that journalists worked in cramped little offices or worked out in the field. This room was bigger than the Batcave! It had high ceilings, a great view of the city, and every reporter there had an enormous desk to work from. They figured that this was the five-star hotel of journalism.

After a while, they turned their attention to Lois and Clark. Lois was currently chewing out a redhead named Jimmy Olson, while Clark was trying to defend whatever Jimmy had done. It was actually kind of funny. It reminded Spidey of his other friends Harry, Gwen Stacy, and MJ. Usually, it was Eddie Brock who had done something wrong, Gwen Stacy giving him grief, and Harry Osborn giving Gwen Stacy grief over giving Spidey and his gang grief.

It was saddening to remember that he would never see them again they were very good friends in his universe like his current friends, but it wasn't as soul-crushing as it had been a few days ago. While they had been at the Kent farm, Spidey had told Martha, Jonathan, Kara and whichever League member that was there that day stories of their adventures. It had become their own personal therapy. Each time they talked about it, it became easier to think about without bursting into tears. He still had a while to go with his friends, but they was getting better.

While the three Daily Planet employees argued, Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Jack, James Heller, John Cena, AJ Lee, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, Dojo, and Zoe glanced at the walls. Every three feet or so was a framed copy of their newspaper, the oldest going back several years, which had the first offical appearance of Superman on it. Other front-pagers had more stories on either Superman or the Justice League, and all seemed to have been written by either Lois or Clark. They smirked whenever they saw Clark's name under a Superman article. It seemed kind of self-aggrandizing.

Further thought was interrupted as a middle-aged, balding man ran up to the journalists.

"What is it, Perry?" Clark asked, seeing the concern on the man's face.

"Bizarro was just spotted heading in this general direction." Judging from the way that everyone tensed up, they guessed that Bizarro was super villain, and a bad one at that. The older man, Perry, continued.

"Lois, Clark, get down there in case Superman shows up. Olson, go with them. And y'all," Perry directed a stern look at them only to got scared by Madoka, Dawn, Hilary, and Kai's glares and the girls hands on her hips and growling, Kai was narrowing his eyes and Spidey smiled under his ferdoa along with the gang, "don't go anywhere and don't touch anything."

"Hey Smallville," said Lois, as she raced to her desk, "you and Jimmy go on ahead, I need to get my stuff."

The two men nodded and ran off.

While Lois was gathering her things, Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, Dojo, and Zoe walked up to her.

"So this Bizarro," Daichi began, "he's pretty bad, right?"

Lois gave them an 'are you serious?' look.

"Think of a twisted, evil, stupid version of Superman," she explained, "and y'all hit the nail on the head."

They swallowed nervously. They'd seen what Superman was capable of, and now there was an evil twin? Just great but then Spidey's spider sense goes off as his eyes widen and body frozen for a second as the gang saw Spidey as Riley and Blade Wolf growled and Pikachu's ears twitched along with Beautifly's anntennes danger is coming.

"I'm afraid Bizarro is the least of your worries, love." A voice with a British accent spoke up.

Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, Dojo, Zoe, and Lois spun to see a man in a trench coat behind them, his face covered in bangdages. They blinked. How the hell had anyone missed a guy like that?

"That voice..." Lois began to say.

"Oh, that's so sweet," said the man mockingly, "you remember your old friend Metallo."

With that, the man ripped off the coat and bandages. Spidey and his friends' eyes went wide. They wasn't exactly sure what they was looking at. It looked like a human man, but most of his torso, right arm and the right half of his face were replaced by gleaming metal. The exposed half of his face looked like a metal human skull, and a sinister green light glowed from the eye socket.

'Now that's just wrong,' Raiden thought, 'Spidey is the only one who should have glowing green eyes when he goes alien.'

"What do you want now, Metallo?" They had to admire the fearlessness in Lois' voice. "Do you have anything to do with Bizarro coming here?"

"You'd be surprised what kind of distraction Bizarro will make if you offer him a cookie and a chance to kill Superman." The human half of Metallo's face grinned sadistically. Then he began to walk towards them. "But before he dies, I think I'm going to hurt him by killing you."

"Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, Dojo, and Zoe run! He's after me, not all of you!" Lois tried to run to the stairs, but Metallo blocked her.

They froze for a moment. What should we do? They wondered. They didn't want to go superhero or Spidey turn into an alien here, there were still people working here, and besides, did they really want to this again? In their minds, if they chose to be heroes again, they'd never stop. But then they remembered all the times that they'd saved people as the Roadburners group. Had they asked for anything in return? No, they'd only helped people because it was the right thing to do. And since Metallo had less-than-friendly intentions towards Lois, they couldn't just look the other way. Still there was no way that they were giving up their secret identitys.

They quickly bolted across the room, as were the few other people who hadn't already left but after getting them rally up they get dead and gone as they left. But unlike them, they weren't trying to run. Since they already gone, they slid behind a desk, and they were grateful that it had wheels. They began to push.

Across the room, Lois was beginning to lose consciousness as Metallo choked her with his exposed hand.

"You have no idea how long I've waited to do this." Metallo sneered.

"Hey! Tin can shit! Look over here!"

Metallo turned his head to see a very large desk headed towards him, being pushed by what looked like lot of kids and and some adults, two older humanoid kats with other aniamls and Cyborg Wolf and German Shepherd with a small yellow mouse on the male kid's left shoulder along with a butterfly on his head. Honestly, he hadn't seen that one coming. His grip loosened in surprise, allowing Lois to fall to the floor and crawl away. The desk slammed into Metallo's legs, causing him to fall on top of it. The large combined momentum carried both the desk and Metallo towards the window. It shattered, sending both desk and super villain plummeting twelve stories down.

As Lois was working on getting air back into her lungs, she noticed them trying to do the same. She was more than a little shocked. Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, Dojo, and Zoe had attacked a super villain? Not only that, they had knocked him out of a window? She wasn't sure if that was brave or very, very stupid.

They stretched their arms and grinned at Lois.

"Well, that takes care of him, huh?"

Lois shook her head. "He's gone toe-to-toe with Superman. A fall like that's only gonna make him mad."

They leaned their heads out of the shattered window. There was no one else on the street. People had learned years ago to evacuate and seek shelter whenever a superhero brawl was about to commence. They could see the broken remains of the desk, and a figure getting up. A gleaming metal figure.

"Aw, fucking damn," said Spidey and James Heller. They looked at Lois. "How mad do you think he's gonna be?"

Lois gave a small, sympathetic smile. "He's going to want to kill y'all."

'Story of our lifes,' they thought grimly, but outwardly, they only looked worried.

"Uh, I think we gonna go now." They tried to act as nervous as possible, while backing towards the stairs.

Lois nodded. "Yeah, I'm going to see if I can get to Superman. He should be able to stop Metallo."

Madoka and Aelita raised an eyebrow. "But Metallo is right outside."

Lois raised a notepad and gave a cocky grin. "I never miss at story on Superman in Metropolis."

Now it was their turn to wonder if Lois was brave or very, very stupid.

...

They parted ways, with Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, Dojo, and Zoe heading out the back door. They cut around the side of the Daily Planet building, where they could see Lois trying to get past Metallo again, with the same lack of success as before, receiving a backhanded strike across the face. They scowled, but took a few steps back. Spidey looks at his friends who looked at him and they nodded and Spidey and Madoka and Tyson and Dawn and the bladers put their hands on their Morphers and Chance and Jake got out their helmets, gloves and masks even the TurboKat as they grow it again, Aelita, Odd, Yumi, and Ulrich were surrounded in sphere colors of pink, yellow, purple, and white as they appeared in their Lyoko forms. Raiden's body spark with a blue lightning around as the lightning struck and in a smoke screen the Custom body was on Raiden as he turn off the stealth camo on his sword, Blade Wolf's visors go over the optices ready for battle, Tyson and Madoka and the bladers activated their costumes and the nanobots spread on them, John Cena's body eurpted with blue lightning as the clothes on him change into Cole MacGrath clothes, AJ Lee spin herself into a fire tornado as her costume appeared on her with a eye mask and skullcap, Rex puts on his goggles over his eyes which appeared with an orange costume that covered his whole body came out from the googles and connected to his black gloves, his chest had a grayish gear symbol and along with the costume came an orange mask and his googles covered his eyes, "Kazemon!" Zoe said as she become her Digimon form, Eva and Gwen got their costumes, Kevin absorbed some of Blade Wolf's armor again, Sunny has on an the Iron Spider costume style from Nanotech, powers of Iron Man and Spider-Man, Sly Cooper gets his mask on his eyes only simple change and bring out the cane from behind as he triwled it in his hand, Bentley has his crossbow in his hand, Murray smacked his fists together and smirked, Heller's arms change into the Hammerfists and an black eye mask came over his eyes before it transformed into a Call of Duty Ghosts Logan Walker mask. They turn on their costumes and T-Bone and Razor got into costume and Spider-Man used his Ultimatrix for a alien against a machine, and might even be able to help Superman in their own fight.

"It's Hero Time!"

...

Metallo was about to crush Lois Lane. In fact, he was sure that he would succeed that he was already planning the murder of those people that had knocked him out of the window. However, he was distracted by a roaring jet engine sound in the air and a green flash, and the shout of a mechanical voice and lot of voices shouted it from the jet.

"We're back!" "UPGRADE!"

Lots of figures strode out of the alley. A sleek black jet in the air hovering as a big green dragon was in the air with Kazemon. It was vaguely humanoid, in that it had two arms, two legs and a head. The similarities stopped there, however. The back and head of the thing was black and covered with green circuitry. The front was white, save for a strange symbol on its chest. A single green eye glowed on its otherwise featureless face. The eye narrowed and the gang of Spidey.

"Okay, ugly," the creature and the gang took a fighting stance, James Heller pound his fists, "let's go!"

Metallo snarled, dropped Lois and then charged at them. This was getting out of hand. First the kids and the adults and the gang, the kats, now this...group. Was there to be no end to this interfernce?

Upgrade leapt at Metallo, but didn't strike him. Instead, his body became more blob-like, and then wrapped itself around Metallo's body!

Lois' jaw dropped. Well, that was new!

Metallo struggled as the alien somehow seeped into part of his mechanical body. To the outside observer, Metallo appeared to be completely covered in tar and green circuitry. After a moment, Metallo froze, than walked over to Lois, who backed off warily.

"Relax, Miss Lane," said Angel as Upgrade/Metallo held out his hand to her, "He's not going to hurt you."

Lois wasn't convinced. "Well, considering that you were trying to kill me a minute ago..."

Upgrade/Metallo shook his head. "That was Metallo, not me. I have control over him now; he can't do anything anymore."

"Who are y'all? What are y'all doing here?" Lois might have been afraid, but she was investigative reporter. It was in her nature to seek answers.

Upgrade/Metallo would have smiled if he had a mouth and the gang smiled.

"First off, you can call me Spider-Man but in this form Upgrade, my friends, Raiden, that's Pegasus, Pikachu, Beautifly, Wildcat(Odd), Samurai(Ulrich), Ninja(Yumi), Pink Angel(Aelita), Piplup(Dawn) and her Pokemon Piplup. And the Bladebreakers, White Tigers X, BEGA, Saint Shields, PBB All Starz, the Majestics, Blitzkrieg Boys, F-Battlion Dynasnty, Team Zaggert, Cole MacGrath(John Cena), Korra(AJ Lee), Ghost, Black Snake, Iron Spider, Blade Wolf, Transformer (Rex), Lucky Girl, T-Bone, Razor, Kazemon, and Blade(Kevin). Oh last one is Heller. Second, we're just here to help." Upgrade/Metallo looked around for a moment. "We're don't suppose you know where Superman is?"

As if in answer to their question, a smoking figure hurtled through the air, crashing through a building behind them, he was quickly followed by a familiar red-and-blue figure. Upgrade/Metallo, Pegasus and the gang looked back at Lois while T-Bone and Razor looked through the glass canopy at her.

"Never mind," Tyson said, "we think we know where to find him."

Turning away, two rockets somehow grew from Upgrade/Metallo's back, which in turn sprouted stabilizer fins. Lois blinked. Metallo had never been able to do that before! Aelita wiped her hand over her bracelet, wings sprouting from her back. Tyson and the bladers got on Dojo's back, Ulrich, Odd, and Yumi got out their vehicles from thin air in wireframes as they appeared, they got on them, Ghost known as Riley got on Yumi's Overwing, Rex brings out his Boogie Pack, Upgrade/Metallo, Pegasus, Kazemon, and the gang gave her a two-fingered salute "LET'S GO! YEE-HAWW!" Upgrade/Metallo yelled before rocketing away with Kazemon keeping up with him before Pegasus super jumped after Raiden and Blade Wolf ran with speed as James Heller followed them. "Let's rock and roll!" T-Bone said and they rocketed away following them with Dojo following them. Lois smiled. She had what all journalists live for: a new story.

...

Superman was getting annoyed. Bizarro was difficult to deal with at the best of times, but this was the fifth time he'd had to smash the twisted clone through something. Why couldn't he just give up? His musings were interrupted by the sight of Bizarro struggling to his feet. Superman sighed. Maybe the sixth time would be the charm. Before he could move, a voice was heard, "Hurricane Wave!" before long, thin pink tornadoes shot out, a bright green and blue beam of energy along with a energy field of yellowish orange color hints of pink, surrounded by a red aura with four yellow rays act as bolts similar ot electricity with a yellow thunderbolt with a blue lightning bolt along with a trash can and Hot knife and RPG rocket struck Bizarro in the chest, driving him to the ground again. Superman turned in midair to see what looked like a man made out of black paint and green circuitry rocketing towards him with a black jet and a girl with a small familiar mouse on the girl's shoulder on the wing of the black jet hovering and the gang were here as Raiden has an RPG rocket launcher on his shoulder. The only thing that gave away his identity was a familiar symbol on his chest and a Pegasus on her chest. Before he could say anything, the figure held up a hand.

"Call me Upgrade."

Superman nodded. "So, what's this one do?"

Upgrade/Metallo spread his arms wide. "I can take control of machines, and then make them better. This is what happened when I grabbed Metallo."

Superman's eyes went wide. "Metallo!? What was he doing here?"

"He was trying to kill Lois. Don't worry," Blade Wolf added, after seeing the panic in Superman's eyes, "we stopped him, and Lois is fine."

Superman sighed in relief. "Thank you."

Upgrade/Metallo and Pegasus and the gang shrugged. "No problem; we're just doing the hero thing again."

Every hero noticed Bizarro getting back to his feet.

"What do you say we end this?" Superman began charging his heat vision for emphasis.

Pegasus and Tyson and the bladers grabbed their Beyblades and launchers and put them together and aimed it at Bizarro who were on Dojo as he turns his head to the enemy as his mouth open for fire shoot out, Piplup got into his stance. "Piplup!" He said, Dawn waits for command, and Pikachu charged up with static on his cheeks, "Pikaaa..." Pikachu growled and Razor puts on some red goggles and a gantling gun came out from the side of the TurboKat. Cole put his arms towards the sky, lightning froming his hands waiting as black clouds show up over head, Heller was on the jet arms transforming into Tendrils, Rex's Slam Cannon show up, "Side Evolution!" Kazemon was surrounded in blue sphere, "Zephyrmon!" Zephyrmon appeared, Aelita's hands has two Energy fields in her hands, Riley leaped to the TurboKat as he was growling setting up for super sonic bark, AJ's eyes glowed white as she entered into the Avatar state and the gang is ready to fired up.

"Sure," said Upgrade/Metallo, "let's see just how powerful I can make this guy and besides. Let's get him."

Both of Upgrade/Metallo's arms became cannons. A third, larger cannon grew from his chest, and a small rack of missiles morphed from each shoulder. "LET IT RIP!" Madoka and Tyson and the bladers yelled and releasing the Beyblades with a force of a missile as Pegasus flew with a blue energy blur along with the others in ranges of colors, "Plasma Paws" Red energy orbs form around her hands and feet and launched them towards her enemy, the others unleashed their attacks. All of those weapons fired at once, joined by a green beam of energy from his eye, Pikachu unleash Thundershock as a yellow lightning bolt shot out, large bolts of blue lightning from the sky as John brought them from the heavens, Riley bark loudly as sounds waves shot out, as well as Superman's own heat vision and cement slugs fired. The combined blast and Beyblades made a considerable crater in the ground as Bizarro was covered in cement slugs and left a smoking and thoroughly smacked and fired-down Bizarro. Pegasus caught her bey in her hand as the bladers caught theirs as everyone floated down to street-level and T-Bone and Razor got out of the TurboKat and landed on the ground and they walked up to them. "Bingo!" Razor said and they highed five each other.

Upgrade/Metallo froze for a moment, until Upgrade separated himself. Metallo fell to the ground, but instead of collapsing, he remained frozen in the same position and Upgrade slapped the dial on his chest, turning back to normal and in his Spider-Man Unlimited costume as Spider-Man.

"What... what did you do to me?!" Metallo could barely get the words out, as his jaw was clenched shut.

Spider-Man explained, just as Lois Lane and several other reporters arrived. "Before I left as Upgrade, I shut down every one of your systems expect for your mind, your eyes, and your voice box." Spidey, Dawn, Aelita, Yumi, Ulrich, Odd, Riley, Blade Wolf, Pikachu, Beautifly, Piplup, Raiden, James Heller, John Cena, AJ Lee, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen, Rex, Sly, Bentley, Murray, Ezio, Altair, Connor, Edward, Eva, Sunny, Dojo, and Zoe looked up for a moment. "Of course, now I wish that I'd shut that last one off too."

The reporters all laughed, while Superman gave a grin. Spider-Man turned to Superman.

"Think you could give a lift for Pegasus? I need to get something because forgot it at some place."

Superman looked confused for a moment, but nodded and grabbed Pegasus under her arms and T-Bone and Razor hopped back into the TurboKat, Pikachu as he got on Beautifly, and Spider-Man shot out a web line to a building and took off all together before the reporters could ask any questions as they escaped from the reporters. Superman, T-Bone, Razor, and Spidey and the gang landed on a rooftop several miles away, where Spider-Man and Pegasus looked around for moment to make sure that no-one could them. When they were satisfied that they were alone, their masks remove to the neck line and T-Bone and Razor remove their helmets and masks. Heller removes his mask.

"I thought y'all said that y'all didn't want to be a heroes anymore?"

They looked down at the streets below with Spidey. "I was always taught by my uncle to do the right thing; to help other people to best of our abilities." Spidey grinned, even Chance, Madoka, and Jake and the rest of the gang did too. Spidey reached back and pulled out his shield which shifted into a full size shield and looked at it before put it back. "And thanks to my powers, weapons and Ultimatrix, I've got a whole lot of abilities and this shield is made me into the first Avenger."

T-Bone and Razor aka Chance Furlong and Jake Clawson grinned and patted the TurboKat. "Thanks to our jet we can help out also as the Swat Kats."

"Even our Beyblades do the same as Pegasus and Dragoon and our Bit Beasts." Madoka added along with Kenny.

Superman smiled back, but then looked away. "I thought y'all blamed your weapons, powers, watch and your tech."

Spidey's smile faded as his cape sway in the wind looking in a hero way. "Maybe we still do. But we do know that they would be disappointed if we didn't do what we believe is right. We don't know, maybe we're trying to honor them by living up to what they taught me or us."

Superman nodded, then put a hand on Spidey's shoulder. "I do the same thing; I try to live up what both my Earth parents and my Kryptonian parents taught me."

"Thanks, Clark."

"No problem, everyone." Superman frowned. "So, what was it that you needed to get?"

Spidey shrugged. "Something that I left at your parents' house. We'll be back in a couple of hours."

Superman tilted his head. "So, why did you need me to carry Madoka here? She could have just launch her beyblade right there or have your Pokemon do that."

Spidey stared at Superman for a moment, then slapped his forehead.

"I am such an idiot." He mumbled.

Superman was still laughing minutes later when Spidey was pick up by Aelita and Pegasus and the bladers launch their beys as Madoka got Pegasus and took off towards Smallville with T-Bone and Razor in the TurboKat as they rode on the Bit Beasts or Dojo.

Smallville

They arrived at the Kent farm, still kicking himself over completely forgetting that he could web swing immediately. He and Madoka flown through an open window in the farmhouse, then shut down their suits and caught their beys and put them back and Chance and Jake got on their clothes and left the TurboKat outside as everyone got out of their costumes and into their clothes. They walked over to the house and opened the door to the sound of cheering. Confused, they followed the sound to the living room, where they spotted Martha, Jonathan and Kara clapping and celebrating whatever was on television. They were embarrassed when they realized they were cheering about. They were watching them help Superman beat Bizarro on a news report! Apparently there had been a news crew recording the entire fight.

'Oh well,' thought Spidey, 'at least here we're getting good press.'

Supergirl, courtesy of her super hearing, heard someone come in, even over the volume of the television and the cheers. She turned to see...

"Spidey! Madoka! Chance! Jake! Everyone!" she cried. The elder Kents turned to see Kara tackle Spidey with a rib-cracking hug. "That was so cool!"

"Kara!" Spidey gasped, "Air!"

Kara quickly let go. "Sorry!"

"It's okay," Spidey replied as he rubbed his sore side and quickly healed, "just remember that I may be superhuman I break easy when I'm human, next time if you do that to me, trust me I might use my own superhuman strength."

"We just saw what y'all did," Martha said as she placed a hand on Spidey's shoulder, "I'm sure that your familys would be proud of you."

They felt so much pride when they heard that.

"Plus," added Kara, "the way you used Metallo to beat down Bizarro with your friends and Pikachu? That was awesome!"

"Thanks, but we think that Clark did most of the work, we just finished him off." Earlier in their superhero careers, they had often bragged of their accomplishments; now Spidey was more mature, and knew how to be modest.

"Wait, why are y'all back here? I thought y'all still be in Metropolis." Kara tilted her head in confusion.

"I forgot something here," explained Spidey, "and if we're goanna be doing the hero thing again, I'm going to need it."

They quickly went upstairs, but came back down only a moments later. He was wearing his blue and red white lined cap backwards again. It was a simple change, but it was seemed to make him an entirely different person. His eyes seemed to shine, and there was an almost cocky grin on his face like Sonic The Hedgehog.

"Hello, world," he said as they pumped their fists into the air before they shouted it, "Spider-Man, Pegasus, T-Bone, Razor, Raiden, Pikachu, Beautifly, Wildcat, Samurai, Ninja, Pink Angel, Piplup, Piplup, the Bladebreakers, White Tigers X, BEGA, Saint Shields, PBB All Starz, the Majestics, Blitzkrieg Boys, F-Battlion Dynasnty, Team Zaggert, Cole MacGrath, Korra, Ghost, Black Snake, Iron Spider, Blade Wolf, Transformer, Lucky Girl, Blade, and Kazemon BETTER KNOWN AS THE ROADBUNERS are Back!"


End file.
